Slithering Darkness
by The Citrus Principle
Summary: An innocent mistake releases a horrifying beast in the bowls of Beacon, and no young Huntress's virtue is safe... [Tentacle Grimm/Every Female Character]
1. Ruby: Innocence Lost

**Warning: There is a reason for the horror label on this fic. This contains graphic tentacle hentai, so if that isn't your thing, I suggest you give this a pass. If not, enjoy what I think might be the only tentacle hentai fic for this archive. **

"I guess this is what I get for being helpful…" Ruby whined as she put _yet another _dusty box back on the shelf in the storage warehouse under the campus proper. Professor Port had asked if somebody wouldn't mind running a few boxes down here for him, and go-getter that she was, Ruby had immediately volunteered… Her team on the other hand immediately deserted her with almost comical speed. That had left poor Ruby Rose, whose only crime had been wanting to be helpful, to carry all the boxes herself… "Well at _least _I'm done now…"

Freshly relieved of her load, Ruby took a moment to survey the space and satisfy her curiosity. She'd always wondered what sort of stuff got stored down here-

Her musings were interrupted by a low growl, and in an instant she had drawn and deployed Crescent Rose, _Grimm? In the school? _

Cautiously, Ruby walked deeper into the warehouse, ready to fight when she finally discovered the source of the ominous growling – that is until she discovered it, and wiped sweat from her brow in relief. It turned out that this was where Port also kept his Grimm enclosures, for against the far wall floor to ceiling were stacked huge pens housing various live Grimm behind thick metal bars or Dust-powered Energy fields. Breathing a sigh of relief, she leaned in to examine a caged nevermore the size of a parrot – the thing was almost cute really – and set Crescent Rose down, Realizing that she didn't need it.

That was when her nightmare began.

As Ruby had propped her weapon up against the adjacent enclosure and turned to the house-pet sized bird Grimm, she had failed to notice the shaft of her weapon depressing the 'release' button, causing the energy field on the much larger enclosure to flicker out.

Unbeknownst to the young huntress, eight black tentacles slithered out from their prison. They kept close to the floor as they lurched toward her feet, and by the time the little Nevermore squawked and she turned around, it was far too late. One of the arms wrapped about Crescent Rose and flung it aside, causing a loud clatter, while another surged forward with the speed of a striking serpent and coiled itself about Ruby's ankle, She screamed and tried to run, tapping her semblance for speed, but the tentacle's grip tightened, and she fell to the ground on her stomach dazed and winded as the rose petals fluttered helplessly to the floor. Groggily, she tried to get onto her hands and knees and crawl away – to find Crescent Rose – but the creature responded too fast, and no sooner was Ruby on her knees than had a second tendril bound her other leg. The writhing tentacles spread her legs wide as they pulled her back towards the mouth of the dark enclosure, and Ruby's eyes went wide in terror as she felt more of the tendrils slithering up her legs.

"N-no! Let go of me!" Her feeble protests came to nothing though, and her eyes widened in terror as the first slimy appendage slithered its way under her combat skirt and over the waistband of her leggings to caress the small of her back and leave a sticky wet trail, "p-please…"

But the _thing _didn't listen. Instead, the probing end of the tendril curved downward and worked its way under the waistband of her leggings, before continuing to slither back down over her panties. Ruby drew in a sharp intake of breath as it progressed between her legs from behind; it hugged her natural contours as it slid between her buttocks, and she winced as it moved over her maidenhood before emerging from the front of her skirt. Horrified, Ruby looked down to see the violating black _thing _prod the underside of her corset before curving down again, and with sudden force the whole slithering appendage tore back, ripping her skirt off and tearing open the section of her leggings between her legs.

Ruby's heart stopped, only to be jumpstarted and set hammering as the member returned, slamming into her pussy, tearing clean through her panties like tissue paper, and breaking something inside her all in one stroke.

"A-aaaagh!"

Ruby's eyes squeezed shut as she felt the violating tentacle squirm and writhe inside her even as the little trickle of blood began dribbling down her thighs. It was like something was tearing her insides apart – but it felt _good. _As the tendril pulled out partway, and then _thrust _even deeper inside her, screams of terror gave way to involuntary moans, and the steady ramming in and out of her pussy drowned out the sensation of still more tentacles slithering about her stomach and under her corset, moving all the way up to curl about her petite breast; her nipples were hard from stimulation, and the sudden squeezing of her sensitive mounds drove the breath from her lungs. She couldn't help it as her hips began bucking in time with the thrusting tendril and moaning ever more loudly – there was a pressure building inside her now, something foreign to her experience, but she wanted to feel it _more… _

As she thought that, two more slimy appendages penetrated her, shooting forward from the dark and spiraling around the first. One plunged into her pussy as well, corkscrewing around the first and sending and avalanche of ecstasy through her and making the young huntress's legs tremble. The other drove into her ass, violently forcing its way into the tight orifice. Taken together, the force of these two latest violations knocked Ruby forward and her arms gave out, leaving her with her face to the floor as the tentacles coiling about her breasts tore her shirt open above her corset, exposing her soft flesh to the cold concrete floor. Undeterred, the tentacles continued to plow her ass and pussy, holding her backside above the floor as it jerked and gyrated in time with the thrusting tentacles.

Ruby's vision was blurry as she gave herself over to the mounting pleasure which kept rising inside her until she couldn't even feel the pain anymore, _I'm… being raped… _she thought dimly, _by a Grimm…_ Yet she couldn't bring herself to care as the dam broke and her whole body tensed. Her back arched and she cried out in bliss, her body shaking as her juices gushed past the tentacles in her vagina, and then she went limp. Completely, utterly limp – her body lay there, but her mind had checked out, and on shameless display for the snarling Grimm that had played audience to her forced deflowering. Even then, the tentacles did not stop, but continued to plunge deep inside her as she lay their like a dead fish, and with each thrust, each successive orgasm, the creature stole more of her aura until Ruby lost consciousness entirely.

* * *

Ruby awoke some time later, curled up on the floor and shivering from prolonged contact with the cold floor. Weakly, she staggered back to her feet, struggling for balance as she staggered for the door, trying to cover herself with her cloak.

"The others... I... I have to warn them..."

**If you enjoyed that, do feel free to let me know; reviews are always appreciated. That said, upon reflection, I realized that the oritginal ending was unnecessarily vicious, so I've changed it. Apologies to anyone who had the misfortune of reading this when I first posted it. As it says on my rather sparse profile page, I am open to requests for lemons of pretty much any variety – yaoi aside – pretty much nothing else bothers me, as I imagine I've just demonstrated. Anyway, do leave feedback or requests in reviews – or you could PM me, either works – and if anybody wants more of this (no judgment here) I could be persuaded to do a scene for other characters as well. **


	2. Weiss: No Rest for the Weary

Weiss contentedly hummed to herself as she lowered herself into the bathtub. The bathrooms each dorm was furnished with were surprisingly lavish – a full shower _and _tub equipped with _spa jets did _seem extravagant – not that the Heiress was about to complain. She'd locked the bathroom door of course; wouldn't doo to have Blake or Yang walk in on her by accident – she had her modesty to think of after all – so there would be no interruptions to her quiet, peaceful relaxation time… Right?

Wrong.

Blissfully vegetating in the nice, hot water as she was, Weiss didn't even notice the jet stop. Nor, under the soap suds, did she see the black mass beginning to extrude from the nozzle between her legs. Not that she'd ever admit it of course, but she had so positioned herself to have the jet gently pleasure her as she enjoyed the bath water at her leisure. Thus was it that she scarcely batted an eye when the appendage brushed her womanhood. In truth, the Heiress was half asleep in her luxuriant bath, and even as it began to worm its first few inches inside of her, she thought she was dreaming it even as her thighs reflexively closed a bit.

"Oh Neptune~" She drowsily moaned, "Go ahead… _take me…_"

As though in response to the invitation, the dark member currently exploring Weiss's entrance plunged deep inside, jarring her from her daze as she suddenly lost her virginity.

"Aaahh!" Weiss yelped, trying to stand up. She froze when she saw the black tendril protruding from her pussy, staring in slack-jawed horror. "W-what?"

When it pulled out slightly and then thrust back into her again though, Weiss's knees buckled and she fell back into the water, where more of the black tentacles were emerging from the bathtub's Jacuzzi nozzles and starting to wrap about her legs. Desperately, she tried to throw herself over the edge of the bathtub, but the tendrils tightened about her legs and she could only get her stomach over the lip. As she bent over to reach for the counter, or anything really, to pull herself out of the tub with, her petite, if still shapely ass made for an easy target, and a second tentacle swiftly availed itself of the unwitting invitation, sending a shock through her body.

"No…" The heiress grunted as she slumped over the lip of the bathtub and her body rocked forward and back in time with the thrusts into her ass and pussy, "Not… like _this…_"

Her hair was loose of her usual ponytail, and hung about her downturned face in a jostling cascade even as the plunging thrusts inside of her brought wincing tears to her eyes. Her breasts were small, but not so small that they did not jerk and jiggle with each successive penetration, slapping softly against the edge of the bath. She felt disgusted with herself when she realized that her nipples were hard, and doubly so when she began to enjoy the writhing appendages being inside her and allowed herself to slip back into the water, moaning softly as her head rested just above the water at the end of her bath, her arms hanging over either side of it. She moaned more loudly as two more tentacles spiraled around the first and entered her pussy, causing her legs to reflexively clamp shut, only to be thwarted as two more tendrils wrapped themselves around her fit, lean thighs and _pried _them open, lifting her feet from the water and separating her legs such that they draped over the edges of the luxuriant bathtub at the knees, leaving her womanhood and supple ass open for plunder.

As the various tendrils continued to surge in and out of her with impunity, the two remaining tendrils explored her upper body. One coiled about her right breast and squeezed, its slimy tip teasing her nipple and prompting her to still louder moaning. Dimly, she thought about how humiliating this would be if anyone else saw – or were even listening from out in the dorm – but Blake and Yang hadn't come back with her after Ports class, and by this point she was far too busy enjoying her violation to care. The last tentacle caressed her neck and slithered up her chin, before curving over like a snake poised to strike, and when next she parted her lips to moan in uncontrollable ecstasy, it dove down her throat, choking off her pleasured vocalization. It tasted salty on her tongue as it deeply probed her throat, but that was okay.. as long as _whatever this was _kept making her feel this good, she could forgive _a lot… _

She felt herself getting hot all over as the pleasure flooded her senses from her breasts, ass, and vagina, and slowly, _so very slowly, _she felt a kind of pressure mounting in the pit of her stomach. She wanted more of it – she had to feel it _all – _and she wanted it _now. _In a lazy haze, she used her semblance with a sluggardly twist of her wrist to cast a red-orange clockwork glyph around the whole bathtub area, and then let go. When the rune took effect, she lost her mind. Suddenly all eight tentacles fucked her all over in fast-forward. The creature _hammered _into her ass, it _drove itself _down her throat, the wet, slithering caress and constriction of her breasts became a forceful kneading, and her pussy… the three members wound around each other inside her had become a thick, writhing _drill _plunging deep inside her. It was all too much, and after just a scant few seconds of this her back arched and the tentacle withdrew from her lips, allowing her to _scream _out in ecstasy. It was so great a pleasure that, as her body arched, she was almost completely lifted out of the water, her whole body trembling and shaking above the bath as she orgasmed and a torrent of juices flooded out from her vagina. Then, having sapped most of her aura in the course of its ministrations, the creature withdrew all its apendages at once, dropping her limp body unceremoniously into the water again, leaving her eyes unfocused and her tongue lolling out of her mouth.

"T-that… was…" Nervously, she reached down to feel the fire between her legs, "A-amazing… What… was…" but she couldn't find the strength or will to finish her sentence, instead slumping and falling into a satisfied doze.

**Well then, the unnamed tentacle Grimm strikes again, as requested (I think… I don't really read anything other than English) Weiss was the next victim… Thoughts? Want to see Blake and Yang? Others? I'm open to suggestions. **


	3. Blake: A Cat in Heat

**Now its Blake's turn – and do pardon me if I borrow the 'heat' trope, but I do think that it might _enhance _the experience…**

Blake _supposed _that she could have helped Ruby with Port's boxes, and on any other day, she probably would have. Unfortunately, when Blake had woken up that morning, her panties had been utterly drenched; she'd gone into heat. Sitting through classes had been hell – her whole body tingled at the slightest breeze, and every time she sat down, the feeling of the seat pressing up against her entrance through the thin layer of her black silk panties was almost too much. She'd spent the entire day fighting the urge to touch herself, and even then, by the time Port's class came and went, the fantasy she'd indulged in to drown out the man's lecture – involving her burying her face in Yang's glorious, heaving bosoms whilst taking it both ways from Jaune _and Ren _– had left her panties wet again. So, after getting out of class she'd immediately made for the most remote corner of the library and the coziest armchair she could find; a girl had needs after all – especially a girl in her heat cycle…

Thus had it been that Blake had chosen to curl up with _Ninjas of love _where no one was likely to find her so she could privately play at being a very naughty kitty. As she reached down under her skirt to stroke the wetness between her legs, Blake imagined herself in the place of her 'novel's' lead heroine, whose first scene involved her introduction as the evil warlord's favorite concubine, and whose subsequent rescue resulted in her then having sex with the hero, before then using er feminine whiles to seduce a virginal shrine priestess into divulging the secret to forging an enchanted sword (which incidentally involved still _more _sex) but she could only pleasure herself so much.

Setting the book down, she turned around and straddled the thick arm of the chair, letting her full weight rest on the arm. She gasped, clinging to the arm of the chair as she started to grind herself against the armrest, unable to hold back anymore. Working her pelvis side to side on the arm of the chair she moaned, completely oblivious to the tentacles that had begun working their way out of the vent on the floor behind her chair. She was _so horny _that it hurt, and desperate enough for relief that she'd submit herself to pretty much anyone who came along at that point, or indeed, _anything. _

It was just then that the first tentacle had worked its way through the seat of the sofa, and finding Blake's calf, swiftly wrapped around it and abruptly heaved her leg upward so that her heel was resting on top of the chair's headrest. That _had _caught her notice, but before she could recoil, a second tentacle had bound her other ankle, pinning her in what nearly amounted to a vertical split and forcing her to clutch to the corner of the chair if she didn't want to fall backward.

"W-what is-GAH!" Blake moaned and her body convulsed as two more appendages reached up from between the cushions and caressed her _desperate _womanhood, slipping under the black fabric of her panties and suddenly ripping them open. She bit her lip in slight disappointment; she didn't know what was doing this to her, and at the moment, she didn't _care, _she just wanted it to stop teasing her and _fuck her stupid. _

Blake moaned again as one of the tendrils reached back up and traced her lower lips, "Aaaap_aahhh! Come on!_" She begged through clenched teeth, "_Take me… take me… just TAKE ME already-,_"

Blake's lust-addled plea was granted before she could finish its third iteration. Not one, not two, but _three _tendrils plunged up into her quivering wetness at once, and Blake nearly screamed. Desperately hanging on to the back of the chair with one arm to support herself, with her other, Blake languidly fumbled with the buttons of her uniform's blouse and blazer. Her nipples were pert and erect, practically _begging _for a share of the pleasure and when her blouse hung open, she simply tore her bra off, glancing lazily down to watch her own breasts bounce and jiggle in time with the thrusts in and out of her pussy. Then she let her free hand trace down from her breasts, over her smooth stomach, and over her hyper-sensitive clit until she could feel the members coursing in an out of her like wet and slippery pistons, each thrust penetrating _just a little bit deeper _into her warm tightness as her walls squeezed down on the intruding tendrils, as though to milk them for whatever pleasure they were worth, and Blake had reached down just in time to feel herself gush onto the seat of her chair. Unlike her previous teammates though, that was not the end of Blake's experience; her heat cycle had put her body into sexual overdrive, and she wasn't anywhere _near _satisfied.

As Blake came down slightly from her _first _orgasm, another tentacle had been working its way behind her with designs on her widely drawn ass, driving deep inside her from behind as her first discharge of juices soaked into the cushion. Blake groaned and her body jerked as the slithering intrusion worked its way deep into her ass, completing her little double-penetration fantasy in a manner most unexpected, if also colossally pleasurable.

It was all too much. Blake's eyes lolled back into her head as she came again, and her grip on the back of the chair slipped, leaving her to fall backward, partially onto the drenched seat of the chair and partially hanging off, her legs still spread wide as she let her upper torso drape down towards the floor, her arms hanging limp to the floor. It was only then that her left leg was allowed to come down from its lofty perch, only to be draped over the opposite arm of the chair, leaving her positioned as though attempting to straddle the back of the armchair, her legs spread wide. Through the transition, the three tendrils _plowing _her vagina never ceased, even as she felt still _another _tentacle bind her wrists together on the floor.

Blake came a _third time, _completely helpless and thoroughly satisfied. A little drool escaped the corner of her mouth, and she drifted off into blissful unconsciousness as the tentacles finished with her, withdrawing from whence they had come only after Blake had lost consciousness in her satiated stupor and slumped to the floor.


	4. Yang: The bigger they Are

Yang laid blow after blow into her punching bag, wailing on it with all her considerable strength. It wasn't for nothing that people didn't screw with Yang Xiao Long; she was a powerhouse. Strength, stamina, not to mention drop-dead _gorgeous _good looks – she had it all. She couldn't really deny that it made her smile to think about how almost all the girls in the school wanted to be her, and all the guys wanted her – not that she could blame them. She came to the gym every day as much for her _adoring public _as for herself – didn't hurt to strut her stuff while she trained, right? Short shorts and a tube top were all she really needed to beat the hell out of a punching bag; who _really _needed a bra?

_Let em look~_

Today though, she was slightly disappointed; the gym was completely deserted. Maybe it was because so many of the students and faculty were out in Vale enjoying the Vytal Festival, but in any case, they weren't _there _to fantasize about _her, _which kinda took some of the fun out of working out. Still she pressed on, letting her mind wander as she kept striking the bag. Maybe she felt a _little _guilty for leaving Ruby with all of Port's boxes, but she knew the way Port looked at her, and Professor Port was one of the few people Yang would rather not think about imagining her naked. She figured Blake and Weiss had had similar thoughts – plus their own routines to think about – Weiss did love to take long baths and Blake was all about her books… though Blake had been acting a little weird all day… So lost in thought was she as she continued to pummel her punching bag that Yang failed to notice tentacles slithering out of the duct work above her, slowly reaching down toward her…

When she paused for a breather Yang turned away from the direction of the ducts and leaned her back against the bag, letting her arms fall to her sides, "Phew… I think that's probably enough of a working over for now…" It might have been true for the punching bag, but the Brawler's own 'working over' was only just about to begin.

The first two tentacles swiftly wrapped about her wrists all at once, and abruptly yanked her arms up and back, lifting the startled blonde from the floor and wrapping her arms about the punching bag even as her front faced away. Next, her kicking and dangling legs were subdued, bound at the ankles and likewise drawn back by the tendrils to cling about the punching bag. Yang couldn't believe it; _she _was pinned – though that particular incredulity did not linger long on her mind as she felt something slithering up her thigh, causing her legs to tremble. "W-what the hell?" She gaped, trying to look, but her position was such that she couldn't see down past her own breasts. All she _could _do was _feel _as the slimy probe moved up the leg of her shorts…

'Oh god!" Yang gasped as it brushed over the space between her legs. She hadn't come to the gym wearing panties either… "_Aaahhh!_" She let out a moan and her fist clenched as the slimy extrusion entered her. It felt so wrong and yet _so right _as the thing explored her insides. She wasn't a virgin – not with a body like _hers – _but she'd never had anybody _this deep _inside her, and it felt-

Yang shook her head, _Get it together Xiao Long! _

Fighting back to her senses, Yang tried to pull her arms and legs free, and she could have sworn that she felt her right arm slide a _little bit free, _but then the tendrils that held her in place tightened, and that was the end of that. Yang shivered as she felt more tentacles slithering under her arms, and she reflexively pulled her face away when she saw for the first time two of the glistening black tentacles which bound her, slithering over her breasts. Irrespective of the blonde's disgust, the appendages dove down into her ample cleavage, displacing her skintight tube top as they went and causing her sumptuous melons to spill free of her top.

Meanwhile, another slimy tendril slid over her stomach and reached down into her shorts until it poked back out of the leg, and with a violent jerk, it ripped the front of her shorts open, exposing her dripping pussy. Thus exposed, Yang's entire body convulsed as the second tendril penetrated her vagina, and her breasts jiggled, slapping loudly against the bare skin of her chest before the tentacles which had revealed her heaving mammaries coiled around them and _squeezed. _First the left breast, then the right was tightly constricted and then relaxed in turn, like she was some kind of _dairy cow. _A comparison made all the more apt when the malleable ends of the tentacles suckled onto her nipples, stiff pink circles at her peaks, and tugged in alternating turns. It felt so good that she almost wished she _was _a cow… _A-Agh! YES! Milk me! _

Suddenly, she was pulled away from the punching bag and her arms were raised over her head. As she came to hang directly beneath the vent from which the tentacles had come, the appendages holding her legs pulled up, raising her backside and situating her such that her stomach, breasts, and face all faced the floor. The two tentacles that had been writhing about inside her pussy withdrew suddenly as a ninth, _substantially thicker _tentacle emerged from the dark vent above and hung between her shaking, but still tightly bound legs. Yang's only warning was the feeling of its girth accidentally brushing up against her thigh as it drew back to strike, before suddenly plunging violently into her quivering pussy. Yang opened her mouth to scream as this latest, huge member claimed her, but was silenced as the two tentacles which had formerly occupied her vagina dove into her open mouth, choking off the cry. Yang twisted and writhed as she felt her folds stretched wider than ever before to accommodate the sheer girth of this new tendril inside her; it was nearly as thick as her upper arm, and it pushed deep inside her – four inches… eight inches… all the way into her womb – it's ribbed length thrusting and undulating all the while until a bulge came down its length from the vent and the huge tendril loosed its payload inside her.

That was more than she could take, and she came. She sprayed her juices all over the tentacle and the floor as it withdrew from her pussy with a loud sucking noise, leaving a mingled stream of Yang's and its own cum to dribble from the trembling blonde's pussy as she was dropped to the floor, head swimming. _God_ did that hurt, but nothing in her entire life had ever felt _that good… _As she drifted lazily into a sleepy stupor, she dimly rationalized that she could worry about what had happened to her later – maybe when she wasn't still coming down from the experience…

**Well then, four makes a set, right? Now, I had originally planned to do Pyrrha next, but I've seen several requests for **_**all **_**of Team RWBY at once, so now I'm on the fence. What do you think for the next chapter? The star of Sanctum academy, or a Team RWBY group-fuck? Rest assured, I do plan to get to **_**pretty much every female character **_**at Beacon, but if there are any you'd like to see sooner rather than later, or any suggestions as to **_**how **_**their 'experience' goes, do feel free to let me know… **


	5. RWBY: Teamworking-over

Weiss sat on her bed in her nightgown, arms wrapped about her knees. She couldn't believe what had happened to her, but there was no denying it; she was still sore after all. She wasn't sure how to feel – at the time it had felt _so good _but looking back, it was just so… crass… a proper lady shouldn't submit herself to sexual violation so eagerly… Concerning that point though, Weiss wasn't _entirely sure _that she wanted to be a proper lady…

She started a bit as the doorknob turned and Blake _stumbled _into the room, closing it behind her. She was holding a book, but she dropped it almost immediately as she stumbled to brace herself on her and Yang's bunk bed. Blake's legs were trembling, and her hair looked disheveled somewhat, which gave Weiss cause for some concern.

"B-Blake…? Are you… okay?"

"O-oh yeah…" Blake said through a slightly disconcerting slur, "_N-never better…_"

"What happened to you?"

"Well I…" Blake hesitated, "This morning… well… part of being a female Faunus _is _going through this…"

"Blake…?"

"I…. was in heat when I woke up this morning…"

The Heiress's eyes widened, "O-oh…"

"But yeah… I'm… I'm okay now… How's your afternoon gone…?"

"I…" The words caught in her throat.

Just then both looked to the door, as they heard Ruby's tremulous voice from outside, _"Yang! Are you okay?_"

Both teammates' eyes widened at once, and they exchanged a look, before looking away from each other as the sisters came through the door, the elder clad in a mix and match of her uniform skirt and her tube top, while the younger helped her inside while trying to cover herself entirely with her cloak. "I think I'm gonna be sick Rubes…"

Weiss was on her feet in an instant, "Yang! What happened to you?"

But it was Ruby who answered, "T-there's a… a _thing!_"

Blake and Weiss blinked, "A what?"

"S-some kind of Grimm…" Ruby admitted hesitantly, "I accidentally let it out when I was in the storeroom and… and…" She sniffled letting her cloak slip to expose her breasts and her despoiled maidenhood, "_It…_"

Weiss swallowed, her hand gravitating between her own legs, "M-me too…" She turned to Blake, "Don't tell me-,"

Blake weakly nodded, and though perhaps it was her heat talking, she seemed markedly less disturbed, "Yeah… and it was _so good_..."

"Fuck…" Yang uttered as she stumbled to hold onto Ruby and Weiss's bunks for support, "You're telling me that this… _thing _fucked _all of us...? Oh- oh god!_"

Yang's legs suddenly folded beneath her and she clutched her stomach, "H-hey… did it… y-know… cum _inside all of you too?_"

Eyes wide, R, W, and B all shook their heads slowly, and Ruby and Weiss gasped when they realized Yang's stomach was slowly starting to bulge.

"G-_god… _is it hot in here?" Yang asked, her face flushed as she started to sweat, "I uh… I don't feel so good…"

Ruby hastily helped her sister to sit down on Blake's bed as Weiss and Blake stared, one aghast, the other looking slightly flushed herself as she caught sight of the way that her partner's nipples were beginning to struggle with her tight tube top. Still Yang's stomach swelled, and each little bit her stomach bulged pulled the neckline of her top progressively lower until her breasts fell free, themselves looking slightly swollen, and her nipples completely erect.

"Y-Yang! What's happening to you!?" Ruby said with worry as Yang's abdomen began to look as though she had swallowed an entire watermelon whole.

Yang however, was beyond talking. Propping herself up on one hand she fumbled down under her skirt with the other, then thought better of it and simply tore the garment off before feeling herself, "It's… it _comin-GAH!_" She threw her head back as she threw her legs wide.

None of Team RWBY's members were doctors, but they knew enough about their own anatomy to know that Yang's cervix was _severely _dilated. Yang groaned as her body convulsed, and then let out a yell that was equal parts pain and ecstasy, "You're-Agh! You're supposed… supposed to _push, right?_"

Blake nodded, unable to decide in her heat-addled mind whether she wanted to stare at Yang's tits or her pussy. "Y-yeah…"

"The _thing _got her _pregnant?_" Weiss gaped, "A-and so fast?"

"Well we don't know much about how this Grimm's physiology works…" Blake offered distractedly, "Just that it's _really good for-_,"

"Blake!" Ruby protested.

"S-sorry…"

Yang's whole body shook, and she clenched all the muscles in her lower body until several thin, black tentacles emerged from her pussy, and she screamed out again. At the same moment, the tentacles heaved a bulbous black body the size of a grapefruit free from Yang's pussy, and her jiggling breasts began to spray milky fluid before she flopped backward onto Blake's bunk breathless. The less physically traumatized members of team RWBY just gaped at the sight and Yang's stomach shrank somewhat, but then she convulse again and another set of tentacles emerged, heaving another small cephalopod-like Grimm free of Yang's quivering pussy. Rather than skittering off for the vent like its brother though, this one used it's tentacles to clamber up Yang's torso and sucker onto the nipple of her left breast, still spurting lactation.

Weiss fell to her knees as a _third _infantile tentacle Grimm emerged from Yang's body and the blond Brawler's abdomen returned to its normal size, "W-what the-," But the Heiress's disbelieving exclamation was cut off as, from the vents against the walls under both beds, the adult Grimm's tentacles surged out to claim them all once more, the first among them driving home straight into the Heiress's pussy. Jerking forward, she braced herself with her palms on the floor, eyes wide as she saw the tendrils reaching for an oblivious Blake and Ruby. She wanted to scream, but couldn't, to escape, yet she didn't try, she _didn't want this again – _but the slimy invader began to undulate insider, and she lost all will to fight it.

Surprised to see her partner doubling over Ruby spoke, "Weiss-," Only to be cut off as a second tentacle thrust upward and laid claim to her own pussy with a squelching noise. The reaper fell to her knees, panicking, as a second, third, and _fourth _tentacle followed the first inside her, "N-no! N-not a gain! _No-oooh YES!_"

Blake, now in a heat-haze all over again, was unabashedly disappointed that her turn hadn't come again right away, so she clambered onto the bed – _it was her bed after all – _on top of Yang's panting form and, even as the Grimmling suckled at her partner's left teat, Blake took the right nipple into her own mouth and sucked, savoring Yang's sweet milk as the remaining tendrils finally found their way to the Bumblebee duo, one slithering into Yang's still drawn vagina, and the others plugging Blake's eager ass and pussy as well.

Meanwhile, on the floor at the side of the bed, Weiss and Ruby had flung their arms around each other for support sloppily exchanging a French kiss as they totally forgot themselves in the course of the pounding that they were receiving. The third newborn Grimm to issue from their blonde partner's womb skittered over, coming under Weiss's nightgown from behind, and the Heiress let out a squeal as she felt half a dozen small tentacles slither up her ass. Ruby, for her part, had utterly forgotten to be horrified; it hurt, but it also felt _so good – _especially after the third and fourth appendages had slipped out of her pussy and migrated upward to suckle on one of each partner's stiffened nipples, and tearing Weiss's nightgown open to first expose the heiress' jiggling breasts.

Ruby felt a spray hit her face as Blake was the first to cum. Her fluids gushed around the tentacle protruding from her pussy even as it kept right on plunging in and out of her, eliciting moan after sensual moan. Ruby was next, toppling backwards and dragging Weiss down on top of her as her back arched, her fluids gushing all over the floor in a torrent which just kept dribbling as the Heiress hunched over her predatorily and sucked on the younger girl's unclaimed nipple. Ruby then let out a startled squeak as, when it was Weiss's turn to cum, the Heiress accidentally bit down on Ruby's nipple as her muscles tensed and her juices gushed across the floor. Finally, Yang came, despite her bedraggled state, spewing not only vaginal fluids, but also milk from both nipples as the Grimmling scurried away and Blake squeezed both her partner's glorious breasts tightly, guiding both streams into her face. Then, as quickly as they'd come, the tentacles withdrew from the members of Team RWBY, leaving them in exhausted heaps on top of each other.

"G-girls…" Ruby tentatively spoke when she recovered some of her wits after nearly ten minutes of lying there, "I-I think we should… maybe… tell someone…"

"Tell w-what? T-that we all got tentacle-raped and enjoyed it _so much _that we decided to have a tentacle _orgy?_" Weiss remarked.

"D-do we _have _to tell someone…?" Blake asked, nuzzling on Yang's breast, the latter having once more slipped into blissful unconsciousness, "Because I've got another _week _of my heat cycle and I _really _wouldn't mind…. You know… It's not like we're hurt or anything…"

"S-so…" Weiss breathed, "Our little secret…?"

"Y-yeah…"

**Right then, How was **_**that **_**for all of them at once? I confess I borrowed the fast-forward pregnancy thing from Species, albeit with dramatically less… unfortunate results… I figured that could work for a framing device for why the thing would return to the RWBY dorm, plus, the more monsters, the merrier, am I right? Anyway, unless you all would **_**really **_**like to see something else next time, Pyrrha's up – albeit not quite as quickly as these last five… I had a lot of time to kill this weekend… Do let me know if you'd like to see specific characters, combos, or situations though – I aim to please~**


	6. Pyrrha: Steamy

Pyrrha bent down to take off her stockings. Her greaves and other articles of armor were already stowed in her locker, as was her combat skirt. She had just finished her early morning workout, and now she just wanted to strip down and wash away the sweat and tension with a nice warm shower. As she undid her corset, the fabric of her top fell free, falling just below the waistband of her panties. Letting out a comfortable sigh, she reached down to pull off the top; she never really wore a bra – her armor provided more than enough support as it was – and the last thing she took off was her copper-red panties before she closed her locker and headed for the showers.

One of the definite advantages of getting up to do her workout this early was that there was usually no one else around, and she could take her time in the showers without fear for her modesty. Paradoxical as it was, given all the magazine's she'd posed for in various… revealing outfits as the four-time Mistral Champion, Pyrrha was rather shy about her body; swimsuits were one thing, but letting people actually see her _naked _was a whole different matter. Well… except for maybe _one _person…

"_Jaune…_" She whispered softly as the steaming hot spray of the shower cascaded over her body. Her breathing grew heavy and she leaned up against the wall of the shower room, bracing herself with a hand as she imagined her team leader's fingers gently caressing her skin. If only the boy would just _ask, _he could have her, but he was just _so dense… _Still, it was a nice fantasy… So nice in fact, that as the star of Sanctum closed her eyes and imagined Jaune holding her close, she failed to notice the slithering extrusions from the drains in the floor and the unused showerheads to her left and right.

The first tentacle slowly wormed its way along the wet tiles of the floor as Pyrrha's oblivious fantasy escalated and she let out a blissful sigh, before curving upward into the dribble of hot water trickling down from her shaven pussy. When it rose up to probe its next victim though, the Mistral Champion's reflexes kicked in clamping her thighs tightly shut and dropping her to her knees, eyes suddenly wide in startled bewilderment. The tendril had gotten perhaps an inch inside of her, but once she had closed her legs, Pyrrha's exceptional leg strength made it difficult for the slick member to progress further toward its goal, leaving it instead to greedily rub the trembling redhead's hymen.

Pyrrha's fingers grasped at nothing as her hands slid down the wet tile walls and to the floor as inexplicable pleasure rippled through her. Her breathing grew ragged and her breast jiggled as her torso shook in response to the stimulation, but still she held her legs squeezed shut, denying the invader deeper access, or at least _trying, _as the tentacle's own slick coating combined with Pyrrha's own wet skin allowed it to wriggle deeper, millimeter by millimeter. The creature was not satisfied with its slow progress though, and so, from one of the other drains on the floor, another tentacle emerged, and descending upon the unsuspecting young Huntress from behind with greater haste than the first, thrust itself into her virgin ass. Pyrrha yelp as her toned and shapely ass was penetrated, and she lost concentration on her legs, relaxing the grip and allowing the member that had already been teasing her insides to surge deeper into her Pyrrha's back arched backwards as a small splatter of blood issued from her pussy as the writhing tentacle claimed her virginity. She stopped herself from falling backwards by putting her arms back behind her, but that was about all the presence of mind left to her as the tendrils in her ass and pussy began pumping in and out of her in an alternating rhythm.

"Oh! _Oh! Aaah!_" she moaned. Her face flushed and her nipples were hard; however much the thought might have initially revolted her, her _body _was enjoying this… "J-Jaune…" That was it – her way out of feeling ashamed that she could no longer give Jaune her virginity; she could just close her eyes and imagine that _Jaune _was making love to her instead…. She'd done it before after all…

The star of Sanctum's hips bucked at the thought that it was _Jaune _inside her, having plunged his erect length into her and working his hips to make sure that she received the fullest possible pleasure. True, Jaune couldn't pleasure her vagina _and _ass at once, but that was a minor detail as a new tendril arched over her chest and suckered onto her right nipple, and she imagined that it was Jaune's lips instead. Then, Jaune's Grimm stand-in bound her wrists together with another tentacle, then her forearms, causing her to fall backward onto her back, even as the two which had been pounding her slithered free and two others wrapped about her calves, prying her long, _full _legs wide open.

Breathing heavily, the spear-fighter attempted to catch her breath. Pyrrha's pussy was _quivering _in anticipation, dripping wet in a combination of her arousal and the ceaseless torrent of the showerhead, and as she lay there on her back, her arms pinned beneath her and the tentacle at her breast even with drew, she gazed up upon the scene in which she found herself. The tendrils which held her legs widely parted had emerged from the showerheads to her left and right. The one that had restrained her arms originated from the drain in the center of the shower room, and from the various other scattered about the floor, numerous other glistening appendages had emerged, yet they just seemed to hover over her, almost _mocking her _and waiting for her to come down from her first bout of involuntary arousal and her fantasy to evaporate. The redhead twitched and fidgeted in discomfort and impatience, but couldn't move; her womanhood tingled in anticipation of more, but she was powerless to relieve herself, and so, squeezing her eyes shut with a deep breath, she uttered a single word of plea: "_More…_"

Then, and only _then, _did the creature act again, lifting her lower body by the legs until her quivering wetness faced the ceiling, leaving only her arms, head, and upper back in contact with the floor as the shower pelted down onto her sensitive folds. It was only then that another tendril emerged, this time from the drain directly beneath her own showerhead, reaching high up above her until her deep green eyes caught sight of it through the steamy shower and it came into view between her twitching legs. And then another, and a third… As though they were bolts of hard, sexual _lightning, all three _tentacles suddenly bent down and _slammed _into Pyrrha's unprepared pussy all at once, utterly _filling her _instantly. Her whole body was jolted by the instantaneous triple-penetration and she threw her head back, letting out a scream of unbridled ecstasy and agony as the three members jockeyed for dominance over one another with her tight pussy as the battleground. She felt herself squirt as her body spasmed, setting her unbound breasts bouncing all about with each successive and ever deeper thrust.

While her upturned lower body jerked and swayed in response to the three members impaling her vagina, two more tentacles slithered over from nearby drains and reached up her chest to the sides of her breast – not to coil around, but to squeeze them together – and something stopped the flow of her showerhead… there was a brief sound of protesting metal, and then the entire shower fixture burst from the wall, clattering loudly to the floor, and even as she came a second time, her eyes somewhat glazed from her orgasm-induced daze, her eyes widened in shock at the sheer _girth _of the tentacle that had emerged from where the showerhead had been. It was _huge – _easily as thick in itself as all three of the tendrils which _still _plowed in and out of her vagina, causing the former bashful virgin to cum again and again and _again. _It first made contact with her thigh, but kept moving down her stomach to her chest, and then Pyrrha realized why her breasts were being squeezed together. The redhead shivered as the bulbous head of the member initially prodded against the generous swell of the underside of her breasts, and she gasped as, more insistently now, it pressed itself into her soft cleavage from below. She couldn't but look down in astonishment as the bulging gray-black head of the member, easily the size of a _grapefruit – _emerged from between her supple tits, a tight orifice in evidence at its tip as it bumped her chin. Slowly at first, it pulled back, sending fresh waves of stimulation through her breasts, and then lurched forward again, and the three tentacles in her pussy continued their penetration all the while. Her breasts wobbled forward and back as this latest fleshy _piston _intensified and she moaned loudly, cumming a _fourth time. _By now, the huge tentacle was thrusting hard, and her body shook more in time with _it _than the three competing invaders in her womanhood. A knot of dread formed in the pit of her stomach as the tiles around where the thick member had emerged from the wall cracked, a thick bulge beginning to travel down its length toward her, but that couldn't thwart the pressure and the _pleasure _as her body prepared to orgasm a fifth time. The pressure rose within her even as the bulge met and forced it's way between her breasts, and an instant later Pyrrha's head and shoulders were covered in a spurting flood of white sludge, and all her limbs were released, all tentacles withdrew, and her lower body finally flopped back down to the floor, her own cum spraying the wall several feet away. Last to pull away and disappear was the huge tendril, releasing a thick trail of white ooze over the whole length of her body as it pulled away, and leaving Pyrrha naked, twitching, and breathless on the floor.

**How was that for our first Non RWBY girl? Gotta keep things interesting, as it were. As far as going forward goes, I'm thinking the tentative lineup for the rest of our **_**lucky ladies**_** is going to go a little something like this: Nora, Cinder, Emerald, Velvet, Coco, and Goodwitch. If you'd like to suggest an alternate order, request more group scenes, or just submit ideas that you'd like to see, do feel free to leave them in the reviews, or PM me if you prefer. **


	7. Nora: Wake-Up Call

Nora snored softly in her bed, head nestled comfortably on her pillow. It was a Saturday, and the other members of Team JNPR had all left the dorm already and started their respective routines, leaving the red-headed hammer-wielder to oversleep at her leisure. Her bedding was a mess, her comforter and sheets all bunched up at the foot of it, but that didn't bother her. She was content to lie there, spread-eagle in a little pink nightgown that she _probably _should have stopped wearing around the age of _fourteen – _but it was stretchy, so _who cared?_

Certainly not the uninvited guests to the JNPR dorm…

Unbeknownst to the slumbering huntress, two of the small tentacle-Grim were clambering up onto her bed by the sheets hanging over the side. One moved towards the head of the bed, while the other skittered between her legs, causing her to giggle faintly in her sleep when its first slimy limbs brushed up against her pink and white striped panties. She shifted a bit, but did not wake as it climbed onto her clit, even as its brother pulled itself over her arm and toward her face, where her mouth hung open. Momentarily flummoxed, the creature resting above her snatch then worked several of its tendrils under the waistband of her panties and heaved itself under, into the undergarment.

"_Ooh… Ren~_" The still-sleeping Huntress giggled again, turning her head in the other direction as her thighs reflexively tensed, forcing the other little creature to crawl over her pillow and around to her face again. When the first creature was satisfied with its position between her legs, it reached out a few of its tentacles to secure itself at her hips, and then a few more in the other direction to anchor itself by burrowing into her ass.

It was only _then _that Nora woke up with a start, just in time for the second creature to sucker onto her face, preventing her from screaming. Both creatures then began to extrude their thicker, main tentacle into her mouth and pussy. Still immature, they weren't quite ready to breed, but instinct was instinct, and they began siphoning off Aura as they entered her from top and bottom.

Nora's hips bucked and her hands grasped the sheets and mattress, her back arching slightly as the penetrating members reached six or seven inches inside her vagina and all the way down her throat. Her knees shook violently in time with the thrusting in and out of her pussy, threatening to squeeze shut with each penetration and starting to fall slack as the small tentacle pulled out, only to have the cycle repeat itself _over and over… _All Nora could do was get out choked grunts as the rhythmic pounding intensified, getting faster and faster as the pressure built inside her body. The tendril in her mouth tasted salty, and the one between her legs wriggled and writhed as it continuously _fucked her, _but with each passing stroke it got to feeling better and _better, _and she stopped even _thinking _about struggle or protest.

The Valkyrie let out a muffled moan as her back arched again and she climaxed, her juices spurting past the Grimmling that remained firmly latched to her pussy. It didn't stop when she fell back down onto the bed though – if anything, her experience was about to get even more intense as her eyes widened at the sight of the adult creature's tendrils slithering through the air vents up above, and something _large _knocked the grate covering the vent _below _her bed clean out of its housing.

One by one, the larger creature's appendages collected her limbs at the wrists and ankles, and then another slid down through the neck of her undersized nightgown, between her breasts, and all the way down to her panties. Once it had wrapped around the undergarment there was an instant's paus before, with a mighty _ripping noise, _the beast tore all of her sparse clothing off in one violent motion, laying her smooth skin bare. Next, her hands and feet were lifted off of the bed and brought together at a single point above her, where they were all bound together by several more tentacles. Through all of this, the smaller creatures continued to pump away, feeding on her Aura and – while only slightly – _growing _as they absorbed it. Nora was not particularly aware of that detail though – she was much more concerned with the softball sized fleshy feeling nuzzling her buttocks.

She tried to avoid what she knew was inevitably coming next, but bound hand and foot as she was by the tendrils hanging up above, all her struggling seemed to do was spread herself _wider _as this unseen _python _pushed up against her more insistently. Her asshole was too small for it initially, and in order to first gain entrance the head began to shift its shape; less bulbous and more conical – one big fleshy nozzle tapering to a point _just right _for plunging inside stubborn orifices…

Nora's scream as it slowly forced its way into her ass was muted by the member which continued its labors in her mouth and throat, and slowly, _so excruciatingly slowly, _the whole head pushed its way inside her, and by then she was spread _so wide _that the member's whole ribbed, columnar girth could slide inside her with impunity. These thrusts came at a slow, but nonetheless forceful pace, and Nora squeaked in foggy-minded discomfort that gradually gave way to pleasure as she cummed again, her fluids dribbling down from her plugged vagina and onto the plunging gray girth protruding from her ass. Nora couldn't see as the first bulge made its way up the serpentine mass plowing her within an inch of unconsciousness, but she certainly _felt it _when the flood of hot ooze coursed through her insides, and the second, third and _fourth time… _Her stomach bulged a little more visibly with each load blown into her, as though the creature was punishing her for having such a tight ass, and by the _sixth time, _she looked like she was about ready to give birth. It was then that she was suddenly released, the little Grimms crawling away satisfied and the _massive _anal penetration yanked free of her involuntarily clenching muscles. Her lips finally free, Nora cried out as her third and final orgasm was completely over shadowed by the _geyser _of cum that exploded from her as her stomach slowly returned to its natural size. As the creatures all vanished back into the vents, Nora was left gasping for breath, her backside on _fire, _but…

"S-so… good…"

**And so another young huntress is claimed! Cinder is up next, but before we conclude, I'd like to address a few things; first, it has been brought to my attention that I forgot to include Neo and the Malachite sisters in the lineup – shame on me, there's plenty of tentacle sex to go around after all – and so I **_**will be including them **_**at some point… I just have to sort out why they'd be in Beacon is all – or if I want to have one of the creatures get out into Vale… Secondly, It's been asked what would happen if a male character found this thing and to be honest… I don't know – I haven't decided – though that does get me thinking… I **_**could **_**come up with something if anybody wants to see male characters **_**genderbent **_**and then fucked silly… Do let me know if that strikes your fancy – or if you have other suggestions, I'm open. Anyway though, as I said, RWBY's main vixen will be the next victim, so keep an eye out~**


	8. Cinder: Humility

_Fools… All of them… fools. _

Cinder Fall sashayed through the halls of Beacon Academy, past naïve students and the old dupes that passed for professors in her Haven Academy 'uniform.' In all actuality it was simply a transmutation of her Dust-infused dress, not that anybody could tell. As long as she avoided Goodwitch just to be safe, no one would ever know the difference, and she would be unrecognized. That was not to say that she went unnoticed though; she saw the way almost every head turned to stare – students, professors, male and female, it hardly mattered – it all brought a self-satisfied smirk to her face. Especially the fact that none of them knew that she was scheming to be all of their undoing.

As she returned by herself to the dorm that she and her cohorts had been assigned, she stretched out her arms and rolled her neck, releasing a flush of Aura to transform her dress back to its original vibrant red; little did the scheming vixen know that this most trivial of actions would result in she herself being brought to her knees…

It started as her arrogant swagger was interrupted when a single tendril shot out from the nearest vent in the floor, probing for the source of the Aura that the pyromancer had discharged, catching her ankle as she took a step toward the middle of the room, and the startled vixen toppled forward onto her knees and out of her glass slippers. The pyromancer's skirt flapped upward as she fell, flashing her deep crimson panties. The vixen's eyes flashed with anger as she caught herself and rolled about to face where she had come from and see what it was that had so insolently tripped her. Cinder Fall's eyes widened at what she saw.

That briefest, merest touch of the one extruding dark tendril had been all that It had taken to rouse the beasts complete and undivided attention, as evidenced by the writhing web of tentacles that had emerged from all the dorm's vents, curving towards her predatorily. The vixen clenched her teeth in angry defiance at the representatives of the creature that had _dared _to challenge _her, _"_Disgusting beast…" _

As she tried to get up and use dust to summon her fiery wrath to smite the presumptuous creature though, a tentacle that she hadn't seen shot forward from behind and took hold of her ankle and yanked backward, causing her to fall flat on her face. The pyromancer's flames went out, and by the time that she recovered her wits, each one of her wrists and ankles were bound separately, and she was being held up spread eagle.

The villainess scowled, though the beast's main body was nowhere in evidence, "I suppose you think this is all _terribly fu-UGH-ECK!_"

Cinder Fall's unimpressed retort had been interrupted by the tentacles that had slithered between her legs from behind, first pressuring her asshole through her panties, then, pressing firmly to her contours, slithered forward to tease her folds through the fabric, pressing to her so tightly that the blushing pyromancer's flaps parted around the member which as yet hadn't penetrated her, as though her body was trying to seduce the tentacle independently of her mind. It might at this juncture be of interest to consider the fact that scheming against the kingdoms of Remnant was a very time-consuming undertaking, and one not particularly conducive to social or romantic rendezvouses, thus, Cinder Fall, the sensual temptress and mastermind of the plot against Vale, had hitherto remained… _a virgin – _although her present foe would soon relieve her of that particular classification. 

"_S-stop touching me you s-scum!_" She demanded, the threatening quality to her voice somewhat undercut by the way her words came between shallow gasps, "_I will-_,"

As if in a deliberate move to challenge her – a physical embodiment of the words _'you'll what?' – _ the tentacles suddenly bent her over and pulling her legs forward at once, binding her wrists to her bare knees, and hoisted aloft, Cinder was carried backward to the back of the room until she winced as she felt her ass and pussy pressed up against the glass of the dorm's window through her fine silk panties. The dorm window overlooked the campus' main courtyard, which was almost always abuzz with passersby, and her dorm was only on the second floor…

"W-what are you doing!? Release me _now!_" She demanded, a note of panic rising in her usually smooth and authoritative voice.

Instead, the creature began rubbing her most sensitive places against the glass, as if daring anyone below to look. As it continued puttin her on humiliating display, more tentacles reached up to her and forced her already low neckline down, exposing her ample breasts, which hung down from her suspended chest and swayed pendulously as the creature continued to work her pussy against the glass. Her bare mammaries slapped together loudly when her body jerked as a tentacle dove down her throat, instantly filling her mouth with its salty, pulsating girth, and she _gagged _as it kept right on going, yet her lips sealed around the member, involuntarily _sucking it _as it worked in and out of her mouth.

Eventually her rump was removed from the window and her limbs – while still tightly bound, were separated from each other as the creature spread her legs wide and pulled her lower body forward, perhaps so that she could _watch _past the unwilling tentacle blow-job she was being forced to administer as the thing despoiled her _– her, Cinder Fall's – _virginal pussy. Well she wasn't about to give it that satisfaction, so she concentrated as best she could with the tentacle in her mouth, focusing all the aura she could to shield her maidenhood as the fabric of her panties was pulled aside, and for the first thrust, it _worked. _The first tentacle that surged forward with designs on the vixen's virtue was rebuffed as though a magnet repelled by a similar pole, but all that momentum had to go _somewhere, _so it kept on going down between her legs until it sank into her ass, causing her whole body to jerk and her breasts to jiggle. The second attempt also failed, and this time the tentacle slid upward to strike her clit, causing similar writhing in the once-arrogant pyromancer. This time though, it learned; before a third attempt was made, it began to _pound _her ass like a jackhammer and rubbed her clit as though in an effort to set her bush alight, and by the time the third tentacle tore upward like a rocket to claim her, Cinder's will was overcome and her Aura flared up before all resistance bled from her limbs. As a consequence of this, and the Dust-laden nature of her every article of clothing though, _all of her clothes _ignited, and in mere seconds were reduced to ashes. Most of the creature's tendrils holding her instinctively recoiled from the fiery discharge, except for the one which had caused it, which struck Cinder not only with its own force, but with that of gravity as well as Cinder was released by all supports holding her aloft, save the tentacle in her pussy, at the precise moment that her hymen was broken.

"_Ahhhaaahhh! F-FUCK!_" She screamed as she was bounced and held aloft for several moments _solely _by the plundering member in her vagina, her juices spraying everywhere as the tentacle abruptly pulled out after bouncing her for the fourth time, leaving her to drop to the floor in a naked heap.

Trembling as she tried to get to her feet, Cinder used the windowsill to steady herself. Unfortunately – or fortunately, she wasn't quite sure how she felt about it by this point – she couldn't stand all the way up, and her posture bore a considerable likeness to a presenting cat, a fact of which the tentacles hastened to take advantage. Instantly both holes were filled with four tentacles each, and the black-haired witch had her face and chest slammed against the glass pane of the window. Her breasts were pressed flat against the glass, and through a haze of pleasure she could see out of the corner of her eye that several students outside were staring up at her with mixed expressions of astonishment and desire – or at least, that was what she thought they _should _be feeling – that each girl below should wish that she were in _her _position, and that every boy would be fuming with jealousy at whoever the lucky bastard fucking the gorgeous Mistralian girl senseless was… _Well… jokes on you all~_

As the thrusting continued to intensify though, occasionally so much so that her feet would be lifted from the floor, Cinder dimly began to fear that the glass would break and cut her, so without interrupting a _single _pleasurable stroke, she languidly opened the window, and her upper body was instantly thrust outside as she hung on by the windowsill. Her lusty moans then became audible to everyone outside, and anyone who hadn't been watching the spectacle of her getting fucked like a _dog _certainly was now as her breasts slapped together and against her chest repeatedly in sync with the strokes. Then her hold on the windowsill gave out and she nearly fell from the window, but the tentacles caught her, swiftly winding about her legs, leaving her upper torso to dangle upside down while it finished _fucking her. _All those people watching… She was stark naked and moaning in unremittent sexual ecstasy whilst hanging out of a window in front of an audience of _dozens. _The dorm was dark and the drapes were partially drawn, so no one had any way of knowing that it wasn't Mercury, or that monkey boy she'd seen walking around, or even that fat lout _Port _who was doing this to her. All the information they had was that the beautiful Cinder Fall from Haven Academy was hanging halfway out of a window while some unseen third party _railed her _from inside the room. It was _humiliating, _yet as she experienced her second orgasm, she decided that she'd submit herself to the exact same public humiliation _every day of the week _if it could make her feel _this good…_

As her cum trickled down her stomach and streamed over her chin, the tentacles hauled her back inside and dropped her onto the floor again, her back to the wall just below the window. Her legs were once again spread more than ninety degrees apart, and as her vision once more cleared of blurriness, she saw something moving towards her. It was neither another tentacle, nor the source of the tentacles that had so thoroughly robbed her of her dignity. It had tentacles of its own to be sure, but all told, its bulbous main body was roughly the size of a cantaloupe… a black, slimy cantaloupe headed _straight for her pussy… _

Cinder thought to fight this final violation, and even gave a token effort to sway her hips in a pathetic attempt to avoid it, but it reached its goal nonetheless, and Cinder was set moaning afresh as it insistently rubbed and pushed itself against her folds.

"N-no…" She whimpered, all commanding presence forgotten as the first few of the smaller creatures tentacles entered her and pulled her lips apart, "No… Please... it's too big… It… it hurts! It _hurts! _Fuck, _fuck… fuck Fuck FUCK __**FFFFUUUUCK!**_"

Cinder's labial flaps were slow to close behind this final invader as it burrowed into her pussy and wriggled its way up to her womb, leaving her to slump onto the floor. She could feel it moving around inside her, occasionally causing visible ripples and undulations on her otherwise smooth stomach, and as she looked up to the larger tentacles still present in the room, she utterly _forgot _all of her plans, as with one final moan before unconsciousness she uttered the words, "I am _yours…_"

**So then, this latest **_**lucky lady **_**is actually the most requested thus far, and as I've always thought of her character as a somewhat haughty or arrogant type, I got to thinking about how I might best induce some **_**humility –**_**well, through tentacle-rape, obviously, but over and above that I thought that a little dose of public humiliation might tie it up with a nice little bow… Anyway, next victim? Emerald Sustrai – unless you all **_**really **_**want to see someone else get it first, but before we conclude, I have one thing further to ask. So, I know - this being a tentacle-rape fic and all – that realism isn't exactly of **_**paramount **_**importance, but that being said, I've been avoiding certain things until now… Things like nipple penetration swelling boobs… all things that happen in other tentacle Hentai, but aren't really **_**physically possible **_**without severe injury. That said, I'll put it to you: would you like to see that sort of thing and hand-wave a few more rules of the female anatomy? I guess what I'm asking here is if there's anything in particular that you all draw the line at, aside from say gore, death, and excrement - all of which **_**I'm **_**ruling out – but those aside, for me, sky's the limit as far as I can think of, so if there's anything you really **_**don't **_**want to see (or anything you **_**really do**_**) just let me know, and I'll make a note. Hopefully this way I can maximize the experience without throwing in any major turn-offs. **


	9. Emerald: Yes Mistress

Emerald returned to her dorm with a heavy sigh. The whole 'infiltrate Beacon and act perfectly normal' thing was starting to get old fast. Mercury's cheap come-ons were bad enough – she didn't need a whole school full of desperate losers trying to 'sweep her off her feet' as well – and besides, the only person she really wanted would never bother to notice her…

That was, until Cinder took her by the shoulders, pushed her up against the wall, and forced her into a French kiss.

Cinder's tongue inside her mouth felt warm, and while initially startled, Emerald wasted no time relaxing into the kiss – it was her dream come true after all. Eagerly Emerald submitted to Cinder's touch as the pyromancer's hands moved to her chest, the older woman's fingers slipping between Emeralds rather revealing top and her breasts. When the top was removed and cast aside, one of Cinder's hands slid down between Emerald's legs, unbuttoning her pants before moving in and tantalizingly brushing her core.

"Oh, Emerald… you _naughty girl…_" She intoned in a sensual whisper to the green-haired girl's ear, "You're already so _wet…_"

As Emerald's pants fell, revealing her lacy green panties, indeed practically _drenched _already, Emerald gasped, "P-please… whatever you want…"

"_Anything _I want?" Cinder pressed, drawing teasing little circles around her submissive underling's entrance.

"Y-yes! Anything!"

With savage intensity, Cinder grabbed Emerald by the wrist and threw her to the floor, catching the seat of her panties as the younger girl fell and tearing them off. Emerald had only just caught the air driven from her lungs as she felt Cinder's legs interlock with hers and their pussies pressed together. Emerald moaned in bliss the first time Cinder's hips bucked, rubbing against her, and she lowered her head to rest on the floor while her mistress pleasured her blind. The scissoring swiftly intensified and Emerald's breathing grew ragged as the pleasure intensified, a weight building in the pit of her stomach.

"I-I'm close!"

And then all of the sudden, Cinder's bucking hips stopped, and the Pyromancer leaned forward, the generous curve of her chest pressing into Emerald's back, "Don't. You. _Dare._" Each word was punctuated by a single, markedly more intense jerk of her hips, which pushed Emerald _so very close… _

"W-what?"

"You are a _pet,_" Cinder sensually drawled, stroking Emerald from hip to breast with disingenuous tenderness, "And _pets _do what their mistresses _tell them to. _So do. Not. _Cum._"

This time, Cinder had emphasized her words by pumping first one, then two, and then _three _fingers inside her pet, who failed to obey her mistress as a direct result.

"G-_gah!_"

Cinder shook her head disappointedly, grabbing Emerald by the chin and pulling her to her knees be for walking in front of her, "Pets that don't do what their masters tell them to get _punished…_" Emerald's eyes widened in mixed anxiety and anticipation as Cinder, drunk with lust and power over her, took her by the hair and forced Emerald's face into her vagina, "_Apologize._"

Eger to earn her mistresses' forgiveness, Emerald inserted her tongue past Cinder's damp folds, but her enthusiastic ministrations were brought to a grinding halt when, from _inside _Cinder, something slithered past her lips and shot down Emerald's throat. She choked at suddenly having this… _thing _wriggling around in her throat. She could barely breathe and as Cinder held her in place by the roots of her hair, Emerald thought that she would pass out until she was _finally _released and free to gasp for air. When she looked back, Cinder had a pleasured look on her face, and looking down in horror, Emerald saw why: slowly extruding from Cinder's pussy was a thick black tendril, its pulsating length writhing and reaching out for _her _as it continued to extend.

Dumbstruck, Emerald couldn't react as Cinder pushed her onto her back and straddled her chest. The thick black member went rigid as Cinder took a fistful of both of emerald's breasts, squeezing and kneading the soft flesh as she began rocking her hips forward and back, plunging the long, erect member between the submissive girl's tits. The head plunged in and out of Emeralds mouth, and she obligingly began to suck as Cinder began rolling her nipples between her fingers. Emerald was dimly aware of the feeling of other slippery extrusions emerging from Cinder's pussy and writhing down over her stomach, which then worked their way down and around her thighs and spread her legs – not that she had been particularly reticent thus far. As the tit-fucking continued though, Emerald gave a muffled moan with the member currently occupying her mouth as her pussy was _penetrated_ by one, two, three, four, _five _separate tendrils, none of which were as big as the one that she was being tit-fucked with, but all that wriggling instantly made her cum again, her muscles spasming, though with Cinder on top of her, she couldn't arch her back and as she came, Cinder accelerated her thrusting until she shook, her own breasts jiggling violently for a wide-eyed Emerald to see as at once both she _and _the Grimm parasite living inside her climaxed, her juices spraying all over emerald's stomach and its thick white cum filling Emerald's mouth and overflowing from her lips.

Breathing heavily, Cinder leaned down, brushing a stray lock of disheveled hair from Emerald's overwhelmed face, "_Good girl… _Now, I just want you to do _one more thing _for me…" Emerald's eyes refocused to lock with her mistress's as all the tentacles pulled back into Cinder's pussy, "_Swallow._"

**Well then, a little something slightly different this time around, but fear not, it'll be right back to our regularly scheduled tentacle-rape for Velvet's chapter. As always, do feel free to leave requests in reviews or PMs – This story is, after all, something of a no-judgment zone. **


	10. Velvet: The Path of Least Resistance

Velvet Scarletina hid in the girl's bathroom, waiting for the members of team CRDL to give up looking for her. Non-confrontational as she was, she preferred to sit in a bathroom stall than to confront her peers – juniors at that – to insist that they treat her with respect. They would yank her ears and she would protest, they would try to pull down her skirt to see if she had a rabbit tail as well, and she would run away, but no matter what, she never raised her voice or hit back. Coco kept telling her that she should stand up for herself more, but Velvet could never quite convince herself to do it, which at the present was probably for the best… not struggling would make what she was about to go through easier…

She'd opted to sit on one of the toilets rather than stand as she waited, which would prove to be her first mistake, as the first inches of a glistening black tendril emerged from the pipes and into the toilet bowl beneath her. Velvet gasped and her long rabbit ears stood on end as her panties were suddenly displaced by something wet, and before she could look down, her body jerked as the offending tentacle shot upward and inside of her.

"A-ahh-_ohh!_" She moaned, her eyes wide as she abruptly stood up and the tendril slipped out of her with a slurping noise when she stepped out of its momentarily limited reach. When she turned to see what had just violated her she paled in horror and clumsily stepped back, out of the stall, only to be eagerly embraced by its brothers, emerging from the sinks and other stalls. Terrified, Velvet fainted, her knees giving out beneath her as she fell to the floor, dimly hoping that it was all a nightmare of some kind. Unfortunately for the shy Rabbit Faunus, it was very, _very real… _

The tentacle from the stall in which she'd sat was first to reach her, immediately re-entering her and beginning to pump in and out of her unconscious body. Velvet's wilted form twitched involuntarily in response to the penetration, her ears brushing the tiled floor, but she did not wake as the second tendril to reach her slithered down her collar and ripped open her shirt, exposing her chaste white bra. Next to go was her skirt, torn from her waist by another tentacle with designs on her womanhood. Velvet was then rolled onto her stomach as another appendage wrapped about both of her legs at the hip separately and lifted her lower body off of the floor, even as still more tentacles where pulling her legs apart until the unconscious girl was nearly doing a split, though her feet, still stocking-clad, remained on the floor while her ass and pussy were hoisted above the rest of her.

Velvet's eyes fluttered open again to the feeling of a steadily rising pressure inside her as her body shook in time with the pulsing thrusts into her pussy. Her tongue lolled out of her mouth and her ears drooped, her cheek was pressed to the cold tiles of the floor and she shivered, though not because of the floor – no, what made her shiver was the wet, slimy feeling slithering down her back and wriggling its way between her shoulder blades until it _yank _the clasp of her bra apart, leaving the strapless article to fall limp, though the bunnygirl's breast were still pressed into the cups by the position she was in.

Then the shame hit her like a tidal wave – even as she whimpered and moaned in answer to the pleasure, all she could imagine was what people would say if they saw her like this, prostrate fucked like an animal, "S-stop…" She whispered weakly, "N-no more…"

Yet the plowing continued. The tentacles lifted her higher, until she was hanging upside down and swaying as the penetrations shook her body, her ears sweeping the floor with deceptive gentleness as she whimpered and gasped. Her arms were still free so she tried feebly to reach up and pull the tentacles out of her pussy, but all that resulted when her fingers closed around the slimy members was that another tendril presented itself to bind her wrists together and her hands slid down the writhing lengths of Grimm flesh to rest on her increasingly sore folds, as though describing a target for the invading tendrils, one which several other tentacles did not fail to exploit.

Velvets eyes squeezed shut and she let out her first real scream as her tightness was stretched; the first two members had already left her feeling _filled, _but now… She threw back her head and her back arched as she screamed again, her eyes boggling and her cheek twitching, almost as though threatening to _smile _as her juices spurted all the way up to the _ceiling _and showered back down onto her.

As she came down from her climax, velvet's hanging body rotated, and she could see herself in the mirror above the sinks. Her mouth hung agape and her hair cascaded to the floor, covering her ears. With each now progressively accelerating thrust inside her, her breasts shook and jiggled. But even so she could clearly see that her nipples were hard. Her whole body writhed and she moaned in unwilling ecstasy as her bound wrists rubbed up against her clit in addition to the ever-hastening penetrations until she came again, and her body fell imp and her arms were released to hang toward the floor. She didn't have the strength to even attempt to fight it anymore, and as the thrusting slowed to a steady thumping akin to a heartbeat, Velvet drifted back off into unconsciousness… It seemed like the easiest way out after all…

**So how was that? As promised, not even the older, more experienced students are safe, and the lovely and fashion-forward Coco is up next… After her though is the Lady several of you have been waiting for – Glynda Goodwitch herself, the consummate hot teacher… Thus, I would like to pose a question to you now before I start writing it: would you rather see the curvaceous disciplinarian fucked in a private setting, or on public display in front of a classroom of students? Or, alternatively, something in the middle, such as just Team RWBY and/or other previous victims? I just figured I'd open it up to all of you – any other requests, Goodwitch related or not, are also welcome, as always. **


	11. Coco: The Monster in Your Closet

Coco sighed, rolling her eyes. What to wear? Everything she owned was perfect of course, but as she stood at the mouth of her closet wrapped in a towel, staring at her various outfits, she found it difficult to decide. Her skin was still damp from her shower and her hair clung to her neck. Despite her state of undress, Coco had put on her sunglasses – they went with everything anyway, so why wait? Didn't really help her at the moment though… She couldn't even decide on what panties to where until she knew what she was going to where. Should she wear black? Red? Chestnut? She just couldn't settle on one this morning for some reason…

Coco sighed in frustration, "_Fuck me…_" Little did she know, the monster in her closet was all too happy to oblige…

Team CVFY's closet was of considerable size – walk-in as a matter of fact – a consideration which Coco had relished similarly to the manner in which Weiss had been decidedly appreciative of the dorms' extravagant bathrooms, and she had never once considered how much the small, carpeted room would isolate her in the event that the door should unaccountably shut behind her and the light go out. Startled, though hardly afraid of the sudden darkness, Coco turned and reached for the doorknob but her brow furrowed in puzzlement when her hand closed about a thick, slimy coil rather than the door handle.

"What the-,"

All at once, the tentacle released the doorknob and wrapped itself tightly around Coco's forearm. Grimacing in revulsion at the feeling, Coco tried to pull her arm free, but the grip only tightened, and as she jerked her body back and forth, her towel shook loose and fell to the floor, leaving her to struggle naked. The gunner's whole body was a sumptuous study in smooth, silky curves, her perfect skin was supple, but tight enough to really show off the fit and toned condition of her body, such as her luscious ass and muscles in her thighs which tensed on either side of her smoothly shaven pussy as she tried and failed to pull away, more tentacles slithering towards her along the soft carpet all the while.

With her free hand, Coco reached for the light switch in hopes of seeing just what the hell was going on, but it wasn't to be – the tendril which bound her right arm yanked her back, pulling her off balance and causing her to fall to the floor. Landing on her backside, Coco gasped; she'd landed _on top _of another tendril, presently writhing between her legs, and she winced as it stroked her lower lips suggestively. Even as her right arm was pinned behind her back by the first tentacle and the second reared bac to plunge into her exposed core, Coco reached first for her towel with her free hand, and then, wrapping her hand with it, used it to grab the tentacle between her legs and hold it down, the fibers of the towel helping her maintain her grip on the slippery appendage.

"_Oh _no you _don't!_"

Even as she pinned _that _tendril down though, her body jerked. Another tentacle had driven itself into her ass, causing the gunner to gasp and tense, losing her grip with her free hand, allowing the now-freed tendril to dive up into her vagina as well. She cringed and grunted, trying to squeeze her legs together only to have them pried back open again. A tentacle probed up at her mouth, but she clenched her teeth shut, offering that much defiance at least even as a slight moan began to escape her. Thus frustrated, the tendril redirected its focus downwards, swiftly coiling around one of her pert, if not exceptionally large breasts, the head tightly binding her nipple. Coco shivered as she felt the _heat _build down in her core, the thrusting penetrations never ceasing and her skin getting hot. With her free hand she shakily reached up to pull the tentacle off of her nipple, but instead it wrapped about her hand as well, forcing her to squeeze herself.

As she sat, disgusted as her own hand was forced to unwillingly fondle her breast, Coco heard a clamoring noise – like one of the grates over the vent on the floor behind her had been forced clean off of its housing – and suddenly, the fucking stopped. The pounding in her ass ceased, and the slithering pleasure within her pussy withdrew, leaving her _right on the edge_, but not making her cum. As even her arms and breast were released, she was somewhat dazedly relieved, but confused – that was of course until two more tentacles shot forward from behind to wrap about her waist and drag her deeper into the sizable closet space.

"Oh-oh-_AHH!_" She cried out as the thick carpet rubbing against her entrance took her the rest of the way to her climax and she left a damp stain until she came to a stop, a sudden cold feeling besetting her most sensitive area, "W-what the hell is-,"

The tentacles wrapped about her legs again, spreading her wide as she looked down. She had been brought to rest such that her quivering, _dripping pussy _was just above the yawning mouth of the ventilation duct. Coco briefly wondered why as she steadied herself and tried to catch her breath, propping herself up with her arms behind her, but she didn't have to wonder for long. A loud sound of something slithering against metal and warping ductwork preceded it, causing Coco's heart to hammer and her breathing to grow heavier than it already was. Despite the stimulation, Coco's blood ran cold as a _huge _tendril emerged from the shadows below and rubbed over her clit as it slid higher and higher up her stomach, it's huge, bulbous head sliding between her breasts and nudging her chin.

"N-no…" Coco gaped, eyes wide as even in the dim light allowed past the cracked open door she could see the monstrous girth of it, just in time for it to slither back down into the vent, though she _knew _in the pit of her stomach what it had in store for her, "No… n-no… this can't… It _can't be happening…_" The head rubbed past her clit again, sending a fresh set of shivers through her body before it positioned itself directly under her damp folds, "This can't be happening… N-no… It's too… It's too… not to me! No… no… NO!"

Coco _screamed _as slowly – _so excruciatingly slowly – _the giant member forced its way inside her. Her folds were stretched to beyond the limits as the softball sized head writhed its way inside. As the inexorable force of the member slowly plowed deeper, Coco stared down and watched in breathless horror. Inch by inch the massive, pulsating tendril reached steadily further and further, and the young huntress trembled as her sore, tightening walls were _forced _wider to accommodate the invader until it was _all the way in, _and then the thrusting began_._

It wasn't so much a thrust into her pussy as it was a giant _piston _that had simply chosen the shortest route to the pit of her stomach, and the once-proud huntress had to bite her thumb to keep from screaming as the tears welled up. There was pleasure, yes, but that almost made it worse as each screaming pulsation of agony that went through her was followed by _just the faintest _whisper: _yes… more…_ But she didn't want more – she wanted it _out _of her, and as each successive thrust gradually began to intensify, jostling her upward by her sensitive insides and then _dropping her back onto the floor, _she began to whimper, having no fight lift in her but not submitting herself willingly either.

"P-please…" _make it feel even better… _"N-no more! Take it out… please…"

But it didn't stop – _wouldn't stop – _until it was finished with her. Tears rolled down Coco's cheeks as she tried to bend forward – to take clawing fistfuls of carpet and _drag herself _off of the member, but the shift in her position worked the creature _still deeper _inside and her efforts to pull free were too weak. The creature had released her legs, after all, it _had _her now, and thus it was that the Young Huntress's attempt to escape was most frustrated by the way _her own body _embraced the violation even as she fought to escape it. She gave up trying and threw her back up against the wall behind her , her sunglasses falling from her face, as the huge pumping tentacle reached a fever-pitch in its rhythm and her walls _clamped down on it, _holding the member inside as a bulge in the tentacle rose from the bowels of the ductwork, and she cried out in pain and ecstasy as the bulge entered her. A heartbeat later, Coco came for the second time, just in time for the monster's white ejaculate to ooze out of her pussy simultaneously as the huge member pulled out, its work done.

Coco slumped forward onto the carpet as her body twitched and the beast's viscous semen continued to dribble out of her and back down the vent from whence it came. She didn't know how long she just laid there – ten minutes? Fifteen perhaps? – waiting for the _fire _between her legs to subside, but as pain did eventually subside, it did so _very slowly, _and she needed relief _now. _Shakily, she got up onto her knees and steadied herself on the floor with her left hand, but with her right, she gingerly traced her fingers up the toned muscle of her inner thigh until she reached her center. Gently, _delicately, _she began to rub herself, her ring and index fingers caressing her lips and her middle finger teasingly going inside.

_Pain, pain, go away… _

When she reached up to clutch her breast though, it was like an anvil dropped inside her, and she doubled over, "W-what's… _h-happening…?_"

She felt sick in the pit of her stomach and her breasts began to feel sore. She felt bloated, and though nigh-imperceptibly at first, her abdomen had started to swell. Both of her hands fell to the floor for stability as her body trembled and the bulging of her stomach first became noticeable, her breasts also starting to become engorged and the way that they jiggled as her body quaked became more pronounced. Daring to lift one hand from the floor, Coco caressed her rapidly swelling abdomen, at once horrified and fascinated by what was happening to her body. As her midsection gradually continued to grow to full term, the girl reached up, trembling, to cup her breast; what had once been a modest B-cup had become swollen to the point that it would have struggled with a large _C-cup _bra, and squeezing her quivering breast caused milk to spurt from the nipple like a fountain. Shocked, Coco unhanded herself and her hand flew back to the carpet just in time to catch her as she reflexively doubled forward, feeling her walls part again as her stomach reached the size of a middling beach ball.

"_Aaaa-AFH!_" She screamed, eyes closed and facing the floor as all the muscles in her lower body contracted, and her cervix fully dilated. Her breath came in rapid, shallow gasps as the birthing began. Instinctively, Coco _pushed, _shouting as the birthing pains wracked her body, but she pushed again, _pushed… pushed… had to get it out-_, "_Ugh-GOD!"_

With an audible sucking noise, an infant tentacle-Grimm the size of a large grapefruit issued from the gunner's pussy, tumbling onto the carpet as – for only an instant – Coco relaxed and caught her breath. The reprieve was short-lived though, as her muscles spasmed again, and so intense was the pain that, in her weakened state, she fell onto her side as two wet and glistening Grimmlings fought each other to escape her womb at once, before both finally spilled free of her vagina with a squelching noise. Milk dribbled from the breast that she was partially laying on, but as a bleary-eyed Coco looked down at herself, her abdomen still remained somewhat swollen, _One…. More… _

With a huge effort, Coco rolled onto her back and spread her legs, hooking her hands under her knees to keep them spread wide. Taking a deep, heavy breath, Coco pushed, shouting out as the pressure _slowly _moved along her birth canal. As the last baby Grimm inside her was squeezed out, Coco's nipples began to spray uncontrollably, the shower of breast-milk tapering off only after the last baby Grimm spilt out of her pussy and her body finally relaxed, flopping back down onto the floor, utterly exhausted.

As she gasped, substantially engorged chest heaving, two words escaped her lips: '_Fuck me…_"

**Whew… that was a long one… but then, Coco **_**did **_**get the **_**complete package **_**after all. Perhaps this is odd, but I for one find pregnant women **_**incredibly hot**_**, hence the loving attention to the birthing scene… **_**Anyway… **_** Next up is Beacon's number one hot teacher herself: none other than Glynda Goodwitch, and I don't know about you, but I've been waiting to write this monster's tentacles under that **_**particular **_**skirt all week, so we can look forward to that together… As always, requests &amp; suggestions are accepted, especially since we're coming up on the end of my planned lineup and going to be thinking about double or **_**triple **_**dipping, as it were, plus throwing in Neo and the Malachite sisters at some point… Until next time, I do hope you enjoyed. **


	12. Glynda: Pennance

The office of Glynda Goodwitch was filled with a heavy silence. Three of her brightest students had come to her office that afternoon, looking shaken, to say the very least. Miss Nikos looked massively ashamed, Velvet Scarletina had a look of fear about her, and Coco… She had barely managed to walk into the room unassisted, her eyes glassy and her voice shallow and husky. What they said was enough to make her blood run cold. All three of them claimed to have been sexually assaulted by a _Grimm _loose on the campus – Pyrrha in the gym's shower rooms, Velvet in the girl's bathroom clear on the other side of campus, and Coco in her own dorm where – Coco claimed, the creature had impregnated her and she'd been forced to birth its offspring. In the face of _three _corroborating claims, not to mention Coco's swollen breasts, which struggled with what had already been a form-fitting top, it was impossible to ignore them.

After sitting in deathly silence for some time, Professor Goodwitch finally spoke, "Alright girls, We will get to the bottom of this," She promised, "For the moment though, you're safe here," Dead wrong. "Have you told anyone else?"

One by one, the three broken students shook their heads, each either too ashamed or afraid that no one would have believed them.

"Alright…" the teacher said with visible sympathy on her face, "I will contact Headmaster Ozpin, and we will figure this out,"

Unbeknownst to the good professor or any of the plaintive girls, the ducts and spaces between the walls all around Goodwitch's office were infested with the writhing tentacle Grimm. They writhed and slithered all over each other, the first and largest, as well as the two eldest offspring, by now having grown considerably, yet to the unsuspecting occupants of Goodwitch's office, the only evidence of their presence was that the air conditioning had stopped working. These three creatures, now all mature, had converged upon this particular room seeking to plunder the three younger women once more for their Aura, but it was the professor's substantially more developed Aura that had their attention now and though the greatest creature was to have principle claim, they would all have her – there was plenty of her to go around…

As Glynda dialed the Headmaster on a video call, the creatures sprang into action. All at once, every vent and ceiling tile erupted, and the roof was invaded by a forest of grasping black tendrils and anarchy reigned. The girls all screamed as one by one they were taken again, too fast for the professor to do anything but _watch. _The first victim was Pyrrha, as one of the smaller octopod Grimm's insemination tendril _slammed _into her pussy, lifting her clean out of her chair and pinning her to the door with the aid of several other tentacles as the tennis-ball sized head of the smaller Grimm's member disappeared into the spear-fighter's vagina. Velvet was next, as, when she opened her mouth to scream, it was instantly filled by a lesser tentacle, and she fell to her knees as the other relatively juvenile Grimm's primary member surged up under her skirt, past her panties, and into her pussy. Last to go down was Coco, who froze up mouthing the words _'Not again…' _ as tentacles wound about both of her ankles and then slithered up her pant legs to violate her as well. By the time that Glynda's scroll, which lay flat on top of her desk, had finished its first ring as it bid for the Headmaster's attention, it was Glynda's turn.

While Glynda gaped at her students' plight, the professor's own wrists were bound and pinned to the small of her back. The next tentacle to beset her made no delay in plunging straight into Glynda's impressive, _desirable _ass, tearing holes straight through her panties and pantyhose as it did, and striking her so hard that, as she gasped in shock that _she _could be victimized, she was lifted off of the floor and dropped onto her knees on the desktop, bending over and trying not to look her students in the eyes as one of the tentacles dove down the cleavage window of her blouse and tore it open, putting the usually stern professor's lacey black bra on display for her private audience. Article by article, the tentacles stripped Glynda bare, even as they preferred this time to fuck the girl's fully or mostly clothed. First her blouse and cape was fully removed, and then her boots and pantyhose were _peeled _from her long, _full _legs, revealing lacey black panties to match the brassiere under her skirt, which was next to go. As the same tentacle that had torn her blouse open reached up between her cleavage to yank her bra off, dismay struck Glynda.

_I failed them… _She thought bitterly as her sizable breasts began to jiggle in time with the penetrations in her ass and her panties were finally ripped completely off, _They came to me for protection and now look at them! Look at me… _

As the tendrils slowly began to coil around each of Glynda's ample, heaving breasts and _squeeze _in alternating turns, she could only look on while her student's suffered this debasing fate for a _second time. _True, she was easily powerful enough to stop it – or she would have been, if she weren't crushed into submission by guilt as she watched Coco _literally _be _milked _and the heinous member's in Pyrrha and Velvet's pussies rapidly hasten their thrusting until each girl received on last, heavy pump, white ooze dripping from both of them as the tentacles finally pulled out and the two young huntresses slumped to the floor, waiting for their bodies to experience what Coco and, though unknown to them, Yang had gone through. Only Coco was not released, as the plunder of her womanhood continued even as she curled up on the floor, long milked dry, and Coco slipped into unconsciousness.

And suddenly Glynda was the focus of all the tentacles in the room, as well as the once-terrified, yet now pleasure-dazed eyes of Velvet and Pyrrha, _I deserve it… _She thought despondently as the great _pulsating _member of the largest tentacle Grimm reared up behind her,_ for failing them…_

With that final thought of submission, the mightiest tentacle of them all _plunged _into Glynda Goodwitch's womanhood full force, and she screamed. Her voice hitched with every thrust, but she kept right on screaming, drowning out the sound of Ozpin answering the video call and bearing witness to the sight of the _massive _serpentine column of flesh forcing its way into her widely stretched folds.

"G-Glynda!? What's happening!?"

But she couldn't answer – couldn't speak at all, in fact, as the insemination tendril formerly occupying Pyrrha's vagina had forced itself into her mouth, and an instant later, her scroll was crushed as the massive tendril coiled itself on the desk directly beneath the pussy that it was despoiling. Finally, as though to complete Glynda's humiliation and penance, the member which had impregnated Miss Scarletina now took the place of the lesser member between her sumptuous buttocks, While certainly no longer a virgin for much of her life, until now, Glynda had never taken it from behind, let alone something so huge as this, and she was equally inexperienced at oral, choking as the thick, ribbed member filled her entire mouth and gagging as it pushed down her throat. She was in a haze – if asked at that moment what her _name _was, she wouldn't have been able to answer – and unthinkingly, she worked her hips into a gyrating motion in time with the alternating thrusts in and out of her. Her pelvis would swing forward just in time for her dripping pussy to be _plowed _by another thrust as she came, her juices all merely flowing down the great shaft as her hips then bucked backward in time to receive her next anal thrust.

As her swelling stomach began to compromise the clasps of her corset and her breasts engorged such that her tight-fitting top couldn't contain them and they spilled free, Pyrrha gazed up at her professor. Glynda Goodwitch, Beacon's single mightiest force of order, was being absolutely _railed _in every orifice that could accommodate a tentacle, and the Mistral champion could see by the look of Glynda's face that she had started to _enjoy it. _She had no dignity left, just a curvaceous ass, full lips, and two large, _heaving _breasts, all of which playing hostess to the violating black tendrils; she was a _thing _for the tentacles to fuck, and from the look of it, the professor was entirely satisfied with that arrangement.

Glynda let out another suffocated moan as she came a second time, shortly followed to her climax by the tentacle in her mouth, which began pumping its hot payload directly into her throat for her to swallow without a choice in the matter. Next to begin pumping her full was the member in her ass, a little bit seeping back out, but most gushing straight up into her. It seemed to Glynda that she came _again _with almost every alternate thrust into her pussy by now, but her mind was more than cloudy; She _did _however know for a _fact _that her juices sprayed all over the desk the first time a bulge hit the sensitive folds of her pussy. Yet the pumping continued in all of the teacher's holes; discharge after discharge of Grimm-cum hit her stomach, even as steady streams of the hot white sludge was spewed up her ass continually, and the biggest doses of bestial semen were reserved for the powerful mage's pussy. Indeed so strong was her Aura, if not her will, that the Grimms continued to fuck her and drain more and more of her Aura, growing stronger and stronger as they did so, When she was finally released, the ocean of oozing white nearly covered the entire floor. Stretching out on the top of her desk, Glynda slowly returned to her senses in time to watch a whimpering Pyrrha and Velvet giving painful birth to a half-dozen Octopod Grimmlings between them, and to then realize that she was in for the same fate as the only tentacles that remained upon her –those squeezing and now _milking _her breast, producing showers of breast milk from her sizable and engorged bosom as her belly swelled.

As the first waves of birthing pain set in, Glynda grimaced, _This is your penance… for letting this happen to your- _Goodwitch gasped, and looked down at where one of her breasts hug over the side of the table to see Coco suckling at her nipple, the only one among them still being actively fucked as the tentacles continued to savage her womanhood beneath her drenched trousers, _You can fight tomorrow Glynda… Rest now… _

**Well how was **_**that? **_**On account of all the feedback ranging the whole 'fuck her in private/ in class' spectrum, I decided to compromise, and so we have another four-person orgy…. And a lot more critters running around now… At any rate, next chapter is **_**either **_**another private experience for Weiss **_**or **_**a discreet visit under all of Team RWBY's skirts **_**during class… **_**do feel free to let me know what you'd like to see first, or if there's something else you'd like to see added to the queue – and don't worry, Neo and the Malachite sisters aren't **_**too far off… **_


	13. Weiss: Gently in the Moonlight

Weis woke from a fitful sleep somewhere around midnight. Ever since the _thing _had entered her life, her sleep had been restless and she'd been on edge – not _afraid _exactly – but tense. Sitting up in her bed, she saw that all of her teammates were still asleep, which seemed odd in itself to the Heiress… After what had happened just the other night – the way they'd all been _violated – _Weiss wouldn't have thought herself to be the only one struggling with it. Granted, being in _heat _probably went a long way to smooth it over for Blake, but Ruby and Yang – _especially Yang – _wouldn't have been so… _okay _with it, yet so far they'd kept it their little secret, just as agreed, and their dorm had yet to be… revisited…

Letting out a sigh, she took her hairpiece from her nightstand and habitually put her hair up into her usual ponytail before quietly standing up. She had taken to her bed straight after she'd showered earlier that evening, only bothering to step into a silky pair of light azure panties and an equally fine white bathrobe that hung down to about her smooth, finely toned thighs before retiring. Now though, restless as she was she felt something of a wanderlust.

_I need to go for a walk… just to clear my head, _she told herself, making for the door, but then paused as the cool floorboards registered on the bottom of her feet, _Oh right… shoes… _

She briefly gave thought to stepping into her boots and being on her way, but shook her head. She was feeling too lazy to dress, and her boots would look ridiculous with her bathrobe. Not that she was expecting anyone to be awake to see her, _but still… _Instead, she turned to the trunk in which she stored her substantial wardrobe over and above what fit in her limited dresser space. Briefly she rooted through the fine fabrics until she found what she was looking for: hidden in the bottom of the chest was a pair of light blue open-toed shoes. More like sandals really, they had small heels, but didn't really cover much of her feet; father would have _never _approved of something so racy if he'd known she'd bought them, and that was precisely why she had. The little rebellious action didn't matter to her now though – all she wanted to do was go for her walk, and maybe relieve a little stress.

Slipping her feet into the racy little shoes she felt a little thrill as she stepped out the door of the dorm to wander the campus. She'd always liked to think that she was pretty, but for perhaps the first time, as she made her way out of the dorm building and into the cool night air clad in a manner that she would hardly have considered modest, she felt _sexy. _It was confusing really, and she wasn't quite sure if she _should _feel this way, or how she should feel at all. She'd been raped, and by some kind of _Grimm _no less. She thought that the fact should _revolt _her, yet instead, she just felt a longing, and had since shortly after it had left her for the second time. She wanted more, to _gasp _in ecstasy as she was _filled _and-

Weiss shook her head, breathing heavily as she arrived by the fountain in the center of the campus's main courtyard, "A lady really shouldn't think like that…" She thought aloud without much conviction taking a seat on the edge of the water feature, "I… I wonder if this is what it's like for Blake…"

The granite felt cold against her as she sat, sending a tingling through her as her most sensitive regions contacted the smoothly polished stone, and she shivered as little spritzes of water from the fountain behind her hit the back of her neck. It felt… refreshing but… there was still that yearning… Hesitantly, Weiss traced her fingers up her thigh until her fingers brushed up against her core, and she recoiled, "N-no… I shouldn't… but…" There was a long stretch of quiet, the babbling of the fountain as the only accompaniment to her indecision, before lust finally trumped propriety and she slid her fingers past the waistband of her panties…

Weiss closed her eyes and sighed blissfully as she gently touched herself, propping herself up on the lip of the rippling pool of water with her other hand as she traced languid circles about her entrance with two fingers. Slowly, she began to rub her folds more insistently, feeling her heartbeat steadily accelerate until she resolved to take herself all the way and with a gasp, slid two of her fingers inside and… she was warm, damp, and tight but… it wasn't the same… Weiss's face fell in disappointment… until she heard a sloshing in the water behind her.

Weiss was on her feet in an instant, reflexively turning to confront what she already knew was behind her, but then, inexplicably even to herself, she relaxed, almost _relieved, _"You huh…? Glowing up at her from beneath the surface of the water was a pair of red eyes on a dark, undefined mass, and several tentacles were arching above and over her head, ready to take her by force, but Weiss _smiled, _caring little that this was not the original beast which had taken her virginity_, _"I was…" _was I...? I was… _"I was hoping you'd come…" As the creature's tendrils sped forward to rape her again though, Weiss managed to halt it with a word, "_Wait,_" She shrugged her robe off her right shoulder, revealing most of her corresponding smooth white breast, though not quite all … not yet… "There's no need for that," She cooed, reaching up and letting her hair down, "_You can have me…_"

As if in understanding, the tentacles lowered, most sinking back into the pool of the fountain, and Weiss lifted her leg to place her sandal-clad foot on the lip of the fountain. The naked length of her leg almost seemed to glimmer in the pale light of the broken moon, and one of the wet, slithering tendrils began to wind its way around her ankle and up her silky leg. She sighed in bliss as the end of the member reached her center and began rubbing her off through her panties. She shivered at the stimulation, and when she undid the belt of her robe, the right side fell open, fully exposing her breast and her pert, erect nipple. She reached up to grasp her right breast with her left hand, squeezing and kneading to enhance her pleasure as the tentacle she had consented to receive pulled her panties aside, though didn't tear them, and slowly, gently, almost _lovingly _slid inside her. Weiss's knees weakened, but she didn't want it to stop, so without removing her hand from her breast, she used her free hand to steady herself as she clambered into the fountain and the water. As she lowered herself onto her knees in the water submerging herself up to her hips, Weiss grasped her other breast as well, her hips gently swaying this way and that as the tentacle pumped into her over and over, reaching _deep inside _and filling her body with pleasure. Her beautiful fair hair cascaded freely about her back and shoulders, the ends just reaching the surface of the rippling water as she continued to pleasure herself and be pleasured.

When another tentacle re-emerged from the water again, tracing a line between her petite breasts, up her neck, and curving around her cheek to prod at her lips, Weiss released hold of one of her breasts and, in the spirit of reciprocity, began to stroke the tendril as she parted her lips to grant it entrance to her mouth. As the tentacle entered, Weiss caressed it with her tongue as it reached down her throat. It was almost enough to choke her, but not quite, and her fingers closed about it and continued to stroke it. It tasted salty, just like before, but it wasn't as offensive as it had first been, and she eagerly deep-throated the tendril as another tentacle slithered into her pussy and two more pushed the seat of her panties aside as well to penetrate her ass. When the tentacle suddenly withdrew from her mouth, she coughed slightly, but then let out a cry of unrestrained bliss as the thrusting of the four different members inside her pushed her over the edge and she came into the water.

As she caught her breath on her hands and knees, a substantially thicker tendril emerged from the water before Weiss's eyes. Its bulbous end was the size of her fist, and there were smooth ridges all the way down its length, yet no matter how the column of black serpentine flesh pulsated with eagerness, it waited, as though asking permission to continue. Shakily, Weiss stood, pulling her panties down to her knees and then pulled one leg free of the undergarment before widening her stance and spreading her legs. Bracing herself up against the physical structure of the water feature, she reached out to caress the head of this newest, largest tendril, and guided it between her legs to her eager wetness as the fountain poured over her.

When it entered her, Weiss was in paradise. It was _huge _inside her, filling her utterly, and her walls clenched about this most pleasurably invited guest. It took her gently, gradually sliding deeper and deeper in, until she didn't have any more room inside to offer, and then slowly, _patiently, _it began to thrust.

"Oooh… Ah… _yes… yes… more…_"

The damp bathrobe clung to her arms and back, but thin and perfectly white as the material was, she may as well have been naked, because it was utterly translucent when drenched, and as she looked down at her body with a satisfied smile as her breasts bounced with each thrust she thought, _I may not have much but… _She squeaked as the next thrust came with unanticipated intensity, and she nearly doubled over before she caught herself, her legs shaking as the thrusting into her tight pussy slowly intensified. Her hips began to buck as the tentacle made love to her, breathing faster and faster, the member plunging in and out of her driving her to greater and greater moaning.

_Thud… Thud… Thud, thud thud… _

"I'm so…" _So wet… _"_close…_" she moaned, encouraging it as the pounding grew still more intense.

_Thud thud thud thud… _

"AAAAHH-_AHH YES!_" Weiss's second orgasm exploded within her and her juices sprayed down into the water as her knees buckled, the fucking continuous even as she fell. Despite her state of exhaustion, she tried to keep bucking her hips to make sure her benefactor got the most out of its investment in her pleasure until she felt it – first the bulge squeezing its way past the lips of her pussy and the hot jet of cum spraying inside her. Her face scrunched up and her eyes winced but her lips spread in a huge smile, "Y-YES!"

Barely conscious, Weiss fell into a sitting position braced against the edge of the fountain. She could see the flow of white ooze leaking out of her well-satisfied pussy as it dissipated into the water, and she let her arms hang out over the sides, her chest heaving as she gasped, "I.. I could get… get used to this… It was amazing…"

But Weiss knew what was coming next, and that it wouldn't be as pleasant. First came the stomach pain, tying her insides in knots and making her cry out in pain now. Then her chest tightened, and her stomach began to swell. Somehow the petite Heiress managed to remain conscious as her body underwent changes naturally meant to take place over _nine months _in the space of five minutes. Her abdomen continued to bulge, and her breasts started to become engorged, quivering as her breath came in ragged gasps. Weiss had been a humble A-cup, but by the time her stomach had swollen to the size of a large watermelon, the Heiress dimly judged that she would fill out a smaller C-cup, and scarcely believing it, Weiss reached up to caress her engorged breasts, she gasped – they were so sensitive…

She didn't have long to marvel at her enlarged breasts though, as her cervix contracted and she screamed in agony. But she was _determined _to do this – at least, she thought so… if she didn't, it might never want her again…

"It… _It HURTTS!_" She cried, pushing with everything she had until the first little black Grimmling spilled from her pussy and into the water along with a substantial gush of amniotic fluid, causing a sudden reduction in the size of her stomach. Breathing rapidly, Weiss's arms clenched about the outside of the fountain as she steeled herself for the last round of pushing, "_One… more… GAH!_" and with a desperate cry into the night, she did it, and the other Grimm that had rapidly grown inside her was birthed, allowing her stomach to return to a normal size. Gasping, she smiled contentedly.

"I… I did it…" she collected one of her baby Grimms in both hands and brought it to her chest, where it began to suck the milk from her teat, "_Twins…_"

**I thought I'd have some consensual tentacle sex this time, just to shake things up – and before I say anything else, full disclosure time: the reason I chose **_**Weiss **_**for this rather than say, **_**Blake**_** who is conveniently **_**in heat, **_**is **_**entirely **_**because Weiss is my favorite character and she's already hot, but I got to thinking that maybe she could be **_**hotter **_**with pregnancy boobs, so there we have it; all cards on the table… Does that make me horrible – well, **_**more **_**horrible than writing a tentacle-rape fic in the first place? I don't think so… **_**Anyway, **_**next chapter, **_**all **_**of Team RWBY will be getting a discreet little **_**surprise **_**in the middle of class. As always, requests and suggestions are accepted, and I hope that you enjoyed this chapter, but before you go, I'd just like to say thank you for your support; I was honestly expecting people to hate this when I started, and I have to say that I never expected double-digits for Favs, follows, or reviews, yet here we are, coming up on 30, 50, and _70 _respectively with 13,000 + views, so again, I'd really like to thank all of you for helping keep me motivated and making me feel a little less weird about this. Right then, now that we've dispensed with the warm-fuzzies, next time we'll be right back to our regularly scheduled tentacle rape - have a good day ladies and gentlemen. **


	14. RWBY: School is Fun

Weiss did her very best to sit up straight all the way through Port's lecture, but a half hour in with another forty-five minutes to go, it wasn't easy.

_God… how does Yang do it…? _She thought she fought the discomfort to maintain good posture, _My back is killing me…_

She'd made every effort to keep her illicit rendezvous last night a secret – she didn't want her teammates to think she was some kind of whore, after all – but that task wasn't helped by the fact that her breasts no longer fit into any of her bras and featured much more prominently on her finger than previously. She'd gotten up a half an hour before the others just to shut herself in the bathroom and dress in private – at least, that was the excuse she'd given. In all actuality, she spent the time fussing over how to conceal her engorged breasts. It was less of a problem for Yang – people _knew _she was big after all, and one tight-fitting sports bra later, no one could tell the difference without stripping the Blonde down. Weiss, on the other hand, did not own a sports bra, and had spent a long time staring fretfully at her own naked breasts in the mirror that morning before deciding what to do.

Gingerly squeezing her right nipple, Weiss had started by milking herself into the sink – at least _that way _she could actually reduce her size, if not all the way… As the warm milk trickled down the drain though, a deviant thought crossed the Heiresses mind, and though there was no one to see, she blushed furiously, but curiosity overpowered shame, and she did it anyway. Cupping her swollen left breast, which was visibly larger now than the right which she had just milked down, Weiss lifted the engorged tit and angled the nipple toward her lips. Weiss felt a tingle run through her as she sucked tasting her own sweet milk as she did. It tasted good, and _felt better, _and as she continued to breastfeed herself, Weiss had gently rolled her nipple between her teeth and-

Weiss shook her violently as Port said something about the mating habits of Nevermores, _No! Bad thoughts Weiss! Stay focused on- GAH! _

Weiss jolted slightly as _something _suddenly entered her womanhood. Reflexively, she clapped her hands down onto the front of her skirt and sure enough, she felt something wriggling between her legs. Surprise gave way to a husky sigh her unbidden guest began massage her insides, slowly pumping in and out.

_I… I can't believe this… _Weiss thought with hazy annoyance; it felt good but this _so _wasn't the time, _T-this thing is insatiable… _

Weiss tried _very hard _to keep a straight face as the tentacle that had slithered under her skirt methodically fucked her and Port went right on blathering about the average size of a Nevermore flock. Slowly, _very deliberately, _she placed her hands back the lectern in front of her, trying not to let her hips buck. Not comfortable with that position either, Weiss lifted a hand to her cheek as if to rest her head on her hand. Still, she couldn't quite keep from shaking _just a bit _as the tentacle probed her vagina, slowly building the pressure inside her. It wasn't that which troubled her most though, no, it was the way that, as her body _ever so slightly _jerked in time with the penetrations, the elastic bandage from the first-aid kit in RWBY's dorm which she'd used to tape down her chest rubbed her nipples and she felt the elastic material dampen, _Oh come- _she winced, _Come one… not now… _she thought of the thin little white blouse under her blazer jacket, _I don't need this right now… _

Ruby, idly glancing her partner's way as her eyes wandered, bored of Port's speech, found her eyes bulging at the subtle jerking of Weiss's body, and when her eyes traced downward, she saw why. Ruby wasn't sure that she should be afraid at the sight of the curving black extrusion just visible between Weiss's calves, but a sudden intrusion into the reaper's own snatch made the decision for her. She let out a little 'eep!' as her legs clamped together, but no one seemed to notice, and her thighs relaxed as the thrusting began.

_In class!? _Ruby thought, horrified, _This is so- OH GOD! – so embarrassing… _

Unlike her more disciplined partner though, Ruby couldn't resist the urge to wriggle her hips as the tendril violated her, _daring her _to moan and expose herself to the whole class. She didn't do it, but _God, did she want to… _Instead, she bit her lip, grimacing as she tried as discreetly as possible to rub her entrance up against the seat of the bench. _I feel so… I'm so wet- _Ruby slammed her textbook shut as she felt a _second _tentacle discreetly violate her, _O-oh come on! _

"Miss Rose, is something the matter?" Professor Port broke off his tale, turning her way.

"N-no sir!" Ruby lied through her teeth, "M-my hand just… slipped…" Ruby just _really _hoped nobody noticed how flushed that she was getting.

"Very well then; please do keep it down," and with that, Port returned to his lecture.

Ruby relaxed – perhaps just a little too much – and her slouch and relieved sigh attracted her partner's attention. Weiss's eyes widened, and an embarrassed partial smile spread on the leader's face as the tow tentacles in her pussy began to pump faster. She was so ashamed, so humiliated to have Weiss _watch _as she was fucked, but then, she supposed that she should be grateful that no one else had noticed… Not that Ruby could tell, but the frown on Weiss's face was born of a combination of irritation at the untimeliness of the pleasure session and _jealousy _that Ruby got to have _two _inside her…

Yan meanwhile, had taken to napping at the start of Port's overblown story. She was a sturdy sort of course, but even so, her ponderously swollen breasts, even if mostly _concealed _under her sports bra, were heavy and a constant strain on her back. She supposed they made good _cushions _to lay on, but that was small comfort. Still, the extra cup-sizes might be worth it though – she'd seen the way Blake had stared longingly as Yang had dressed that morning, _Such a horny kitty~ _

Yang didn't sit up, but her eyes certainly did shoot open when it was _her turn _for a tentacle to plunge inside. At first, she panicked, remembering what had resulted from the first time – sure, the _fucking _was good – _great – fucking amazing even, _but she hadn't exactly planned on having kids any time soon – let alone three slimy black ones covered in tentacles. Plus, when the little bastards had squeezed _out of her, _it had hurt like _hell… _Still, it was hard to form any thoughts in her head as she felt it twisting and undulating inside her save _Oh… Fuck that's good stuff… _

Her breath grew husky as her hips swayed. She dimly hoped that no one was watching, but she didn't care enough to fight the urge. It moved so, _so slowly _inside her, she groaned. It drew a few looks from across the room, but none particularly intense; Yang's falling asleep in the middle of Port's class was hardly a rarity, nor indeed was she the only one to ever indulge in the pastime, so most who watched assumed that her grunt had been some kind of snore, rather than of a sexual nature. Either way though, she felt the pressure building and she wanted more.

As the writhing tentacle brought her to climax, she sighed in shameless bliss, but the way that it had brought her to, and _over _the edge slowly resulted left her with a gentle orgasm, her juices slowly seeping from her pussy and soaking her panties and her seat. Ruby was next, though she did not go quite so gently – though she managed to keep from moaning or crying out just barely – Ruby came full force and all but fainted onto her desk as the tentacles withdrew. Weiss however, would be left disappointed; the tentacle withdrew from _her _woman hood before she got the chance to finish, leaving her _severely _hot and bothered, her heart hammering, but sexually unsatisfied.

Through all this, Blake's sensitive ears had alerted her to what was happening from the start, when her sensitive hearing had tipped her off when Weiss was first to be invaded, and perhaps even more so than the Heiress, who was now clenching and unclenching her thighs in a futile effort to discreetly finish, Blake was _not happy. _

_Why do all of them get it and not me? _She fumed, heel tapping the floor in flustered impatience, _None of them are in heat! They don't need it like I do! And getting fucked in the in the middle of class with nobody the wiser is just so hoooootttt! It's not fair! _Blake shifted in her seat as the _throbbing _desire that burned twixt her legs rose to even more discomforting levels, _I'm not asking for much am I? Just two… maybe three inside, savaging my womanhood until I cum like a wildcat – is that REALLY so much to ask? _

Blake's breath hitched as she felt something wet brushed against her ankle, and her first instinct was to spread her legs wide in invitation, _It's about- OH FUCK YES! FUCK YES! FUCK YES! _Blake's lust-addled mind kept _close count _as _one, two, three, FOUR! GIVE IT TO ME!_

The four black tendrils under the Faunus' skirt form a wriggling _column _of _ecstasy _in Blake's core, plunging deep and driving hard. She tried – she really did try – to maintain her superficial composure, but her hand gravitated between her stomach and the waistband of her skirt seemingly of its own accord… The pleasure that Blake contributed to herself by rubbing her clit was a pittance though, next to the thought that the members currently fucking her blind had mere moments before been inside _Ruby, Weiss, and Yang… It's like an indirect kiss, only… sex… Wonderful, beautiful, indirect sex… _

As the pressure inside her rapidly rose to the overflow point, Blake couldn't take it anymore. She _had to… I've got to… _In the middle of class, in front of her teammates, Professor, and _all of her classmates, _Blake let out a long… sensual moan and began to purr, drawing literally _every eye in the classroom, _but she didn't care, _I'm so close… just a little… _"Y-Y-_YES!_" She screamed, her back arching in her seat as she stood from her seat and the tentacles abruptly slithered away, leaving her juices unimpeded as they sprayed all over the lectern in front of her and all over a _very _startled Jaune…

"M-_Miss Belladonna!_" Port gaped, as mortified as his students… well, as mortified as the students who weren't taking pictures…

As Blake caught her breath, slumping back into her seat though, doing her very best to look ashamed of herself and avoiding her teammate's gazes, which belied some strange cocktail of disapproval (presumably of her lack of digression), jealousy, and _sheer respect, _Blake sighed in momentary relief.

_So… so worth it~_

**Alright then, there you have it; the RWBY girls all get fucked in the middle of class and try to id it with… **_**varying **_**degrees of effectiveness… Do cut poor Blake some slack though – she can't help it~ **

**Anyway, tomorrow's chapter is going to be sort of special, in that **_**I didn't write it – **_**it was contributed by reader who prefers to remain nameless, but I've agreed to post it, and I think you all might like (I know I do~) so look forward to that. After that, the lineup is going to be Neo, Blake &amp; Yang, and then the Malachite sisters (as a set, of course~). As always though, requests and suggestions are accepted and encouraged – the worst I can say is 'no' right? Anyway, I do hope that you've enjoyed. **


	15. Ruby & Weiss: Bonded at the Hip

Chapter xx: Weiss and Ruby: Bonded at the Hip

The last few days for Ruby had been a whirlwind.

To say she was uncomfortable was an understatement. The Grimm that she had unleashed had changed her entire world in only a few short hours. The terror of losing a fight, the loss of her virginity, the absolute thrill when the slippery tendrils would slide into her and the fear for the rest of Beacon's safety left the team leader in a state of content panic… not to mention near-constant arousal.

Ruby was loathed to admit it but ever since she'd first been taken her belly had been exceedingly warm, uncomfortably so. It was subtle at first, but after that brief stint earlier in the day in Port's class her mind had chosen to notice the increasingly nagging throb betwixt her legs. She'd already taken a cold shower (which had turned into an impromptu grinding session with the loofa) and her desire had refused to quell itself.

_I wonder if the others are taking it as well…_ she thought, thumbing through the walk-in closet of their dorm. She was eager to get to bed, hoping that her fires would cool with the embrace of sleep, and was almost desperate to find her pajamas before she lost her mind and jumped the nearest moving object.

_Blake's taking it well… but she's in heat…_ she thought, running past a few articles of Blake's usual outfit. _Yang… hasn't really said much about it… she's just kinda taken it in stride…_ Ruby absently passed Weiss' clothing and stopped. _Weiss…_

She remembered back to the impromptu orgy they'd had when she was first trying to warn them. Weiss had kissed her. Or more accurately, Weiss and Ruby had engaged in a fight to suck each other's tongues out of their heads. Ruby lifted her fingers to her lips brushing them softly.

_She was my first kiss…_ That was the first time she'd realized such a thing, and there was no emotion that could tell what she was feeling. Happiness? Saddness? Did she even like Weiss like that? Was it just lust? The burning in her groin seethed pleasantly as she remembered the event. Her eyes began to droop and her grin took on a lazy pleasure as her fingers began reaching for the bottom of her bathrobe.

She managed to catch herself as her fingers brushed her clit. _Ruby, stop! Not the time!_

Ruby pulled her fingers away and returned to the search for clothes. _I mean, she's warmed up, no reason not to like Weiss… it helps she has such a cute, petite ass…_

The leader colored at the thought. _No… not what I wanted to think about… But her skin tasted so… and her tongue was so strong…_

Without realizing it Ruby's lackadaisical grin had returned full force, a trickle of drool slipping from her lips. Eyes fogged she let her hand wander to her chest, where her friend had briefly suckled the tit. The ebbing in her core surged up her body and through her breasts at the memory.

Again, though, Ruby shook herself from those images. A hand came and wiped away the drool and she stomped her foot.

"Damnit, it's too hard to think like this!" she growled, finding a pair of neatly folded pjs under Weiss' hangers. She unfolded the shirt and looked at the growling Beowulf heart. A sneer shot from her face, "stupid grimm, making me feel weird! That's it, no more thinking tonight, just sleep!"

Ruby turned, intending to shrug off her bathrobe and swap clothes, only to find an unexpected guest in the room with her. Blocking the door was one of the grimmlings that she'd seen Yang give birth to, that had violated her whole team in tandem. It sat there, a small red eye poking out from an orb at the center of the mass of tentacles. Staring at her, it lulled to one side, almost its form of an inquisitive stare.

Her breath hitched in her throat, fingers reflexively coiling around the lapel of her robe. She didn't move. Neither did it.

_Maybe… maybe it'll leave me alone?_ she thought hopefully. Holding her clothes to her chest she shuffled her foot forward towards the door, making a very obvious movement to step around the orb. The creature shifted with her, rising ever so slightly to keep the door at the end of the path inaccessible. Ruby scowled, her grip tightening around her fabrics. She was tempted to scream but the rooms of the dorm were sound-proof to anyone in the hall; normally a luxury for combat school attendees, now it became a coffin for her dignity.

Letting a tear drop from her eye, Ruby sighed. _Here we go again…_

"So… I take it you're here to get some more of me?" she asked it, though not expecting a response. The thing did little but lull to its other side gently. She rolled her eyes. "You know, if my sister gave birth to you, this kinda makes this like… gross incest…" The grimmling was unmoving. Ruby bit her lip and let out another puff of air.

Seconds later, her robe clattered to the floor, her clothes returned to where it had been. Ruby dropped to the floor, her smooth snatch facing the creature, her legs bent to allow full presentation. She watched it with expectation, the low simmer in her stomach churning into a full flame at the possibility of being extinguished. She wanted this more than she liked to admit.

"I… just took a shower, so maybe you can keep this clean? Please?" she pleaded.

It seemed to blink before bobbing backwards on its hind tentacles. The grapefruit-like thing rose about a foot into the air before the longest and thickest of its many limbs leveled itself at Ruby's entrance, the smooth black skin sliding against her most hidden bits. An involuntary squeak escaped her lips at the sensation running down her spine, a bolt of electrical energy surging over her limbs and brain.

But the grimmling did not make the plunge. At least, not with its main tentacle. Several smaller tentacles, no bigger than fingers slicked around Ruby's entrance before prodding in and swiftly pulling the folds apart. Ruby gasped as her pussy was pulled and stretched far beyond its normal bounds, the pain that would normally come dulled by the cool slick the tentacles seemed to lather on.

Ruby furrowed her brow. This was new. This was scary. She tried to stand, but several more tentacles lashed out and restrained her, preventing her from resisting. Ruby bit her lip, hard, trying once more to ignore the feeling of violation. Submission, at this point, would save her effort, so she did her best to enjoy the cruelty.

The rod sitting atop her clit became rigid, the underside growing bumps and ledges that slowly suctioned themselves to Ruby's cunt. There was a twitch as her crotch melded into what felt like warm slime. A series of electrical pops cascaded through the connection, small jolts that fused the two skins together.

She could _feel_ it. She could _feel _the tentacle. All at once it was the most disturbing yet arousing thing she'd known. Ruby began to convulse with new sensation, the tendril writhing with her body as the grapefruit neared her entrance.

So distracted was the girl that she almost failed to notice the large, grape-fruit-sized force squeezing its way into her womanhood below. The drool that she had so desperately restrained earlier oozed out as a new form of twisted pleasure filled her mind.

She grinned as the last tentacles disappeared beneath her folds, leaving a single, pulsing black member erect against her belly.

The girl laid there for a few minutes, taking in what had just happened.

Another violation. Another sweet, _sweet_ violation.

She sat up and wiped the drool from her lips, feeling a pleasant weight in her stomach and a small bump below her abs. Her fingers traced the extrusion, finding grace in the new curve. Her fingers dipped lower and found the member, still erect.

Her hand wrapped around it and gave it a good slide. All at once she was met by an inferno in her loins as the phallus launched a globule of cream-colored fluid at the ceiling. Ruby's mouth shot open in orgasmic pleasure, but her voice was lost in her throat.

"H-h-h-holy… c-c-c-r-r-ap…" she hiccupped.

The member died down, seemingly exhausted from the strain of attaching itself, and hung flaccid from her pussy, which had now been obscured by its bulk. A brief gale from the vents made her shiver; the feeling of limp dick carried through her body. Every movement she traced with her mind, the sudden weight at her groin and below her torso unfamiliar, though not unpleasant.

She scrambled to her feet and looked in the mirror.

_I have a penis…_ she thought, absently, her cheeks flushing red. _I… I have a penis…_

Ruby blinked in compounding surprise. _And my eyes are red… what are these things?_

"Ruby, we're back!"

The little reaper froze. How would she explain this? Yes, they all knew about the tentacles, but nothing like this.

So she did what she could.

"Hey Weiss, Sis, Blake… I'll be out in a minute, just changing!" she sputtered. In a rush she grabbed her pajamas and threw them on, briefly struggling to place the phallus in her bottoms (she settled on the left leg). A moment later she dug into her laundry pile and pulled out the soiled panties and skirt from this afternoon, throwing them on the white stain and mopping it up with a boost from her semblance.

Evidence returned to the bin Ruby took a deep breath and walked to the door. She allowed little time, strutting to her bed and stretching in a forced yawn. A few excuses of needed rest and she was behind her bed's curtain without incident. Well, almost. In her rush she'd brushed passed the most recent target of her fantasies, the ghostly heiress, and her skin prickled in excitement against her will. It was all Ruby could do to keep from jumping the girl right then and there.

_I just… I need to sleep this all off… I can ask for help tomorrow…_

And with that Ruby dozed off.

Or so she thought.

Ruby's now crimson eyes fluttered open at the sound of the bed shifting beneath her. Or, more accurately, the bed beneath her shifting. The floor was squeaking in irregular, quick intervals and it left the girl curious.

She rolled to her side to look out her curtain, briefly pausing to reposition the bulge in her pants so she could be more comfortable. What she found was something more than unusual, something likely unheard of; Weiss Schnee, heiress to the opulent and popular dust company, with her panties down, nighty up and two fingers three-knuckles deep in her crotch.

Ruby watched with fascination as Weiss rotated her hips around her fingers, her lips clamped around the bottom of her nightgown.

In an instant Ruby's new 'plus one' sprung to attention. The girl was mesmerized by what she saw; a beautiful, silken body wriggling in sheer self-produced ecstasy. The nipples, erect and pushing against the soft fabric of the heiress' gown, breasts unusually swollen. And those lips, _my God_ those lips and the dexterous tongue behind them.

Ruby felt her body heat at just _staring_ at her partner, an almost primal instinct rising in her gut to drop down and claim the milky ghost for herself.

And with the way her new member rubbed against the fabric of her pants, Ruby was pressed to act.

A glance to the opposite bunks told her that her sister and their faunus companion were still off in the realms of sleep, pleasantly unaware of what was about to transpire. With as much grace as she could muster Ruby dropped down, silent as gravity would permit.

Weiss did not miss this movement and immediately stopped her ministrations, fingers locking still inside of her contracting cavern. The fencer's face spoke of fear, embarrassment.

Ruby looked the girl in the eye and kneeled to the side of the bed, the heiress reflexively moving to cover herself. The leader shot out a hand to stop Weiss' attempt to conserve modesty, her body language directing Weiss to look at her face.

"Weiss…" Ruby asked, her voice shaking and quiet, "Is… is it too hot for you too? Are you…"

Weiss looked dumbstruck at the girl. Her lips wavered before she gave a silent nod and gulp. Ruby licked her lips.

"Do… do you want… I want to… I need…" Ruby felt the pressure of the member exerting on her mind as much as it was her body. She looked to Weiss's hand, the one she was holding, the one that had been inside the girl and was slick with juice. On impulse, Ruby brought it to her lips, suckling on each tip and lapping up Weiss' essence with vigor. When she pulled back, she smiled dumbly at the satisfying musk.

_More…_ she thought dumbly.

"Ruby, your eyes…" Weiss whispered. Ruby did not shy away from staring into icy cold pools.

_More._

Without warning Ruby reached out and grabbed Weiss by the back of the head, pulling the two in for a painful, lust-addled kiss.

_More_, Ruby's mind groaned, _more!_

Weiss, meanwhile was filled with a flood of conflicting thoughts, all of which were overwritten as Ruby began leaving short, passionate kisses along her neck. Weiss felt her head fall back onto her pillow as Ruby straddled her waist from above. Ruby's tongue lashed out and led a sticky trail back up to Weiss' mouth from her lapel, their tongues mixing together for the first time since the orgy. Ruby's saliva tasted like fire and felt like ice along her skin. There was something off about Ruby, far more than her eyes changing shade, but the way the saliva was working its magic Weiss couldn't care less.

Ruby let one hand wander to Weiss' covered chest, her fingers squeezing engorged tits with vigor. Weiss gave a sharp hiss of delight as Ruby roughened her teasing, a small amount of residual lactation leaking through her dress.

In retaliation Weiss reached for the lip of Ruby's pants and yanked them down.

She was not expecting to see a fully erect penis pointing her in the face.

Weiss tried to pull back but Ruby pinned her down with her arms. Ruby looked her straight in the eye, "It wants you, Weiss." The penis twitched as Ruby lowered it softly down to the heiress' tight snatch. "I want you too… We want you…" the redhead groaned, biting into Weiss' neck ever so passionately.

Weiss was going through shock. Who was doing this to her? Ruby, or the tentacle creatures? Was it both? Did it matter? She'd already had a batch of 'kids' the day before, and it had been so painful. But… but… the thought of being fucked by the younger girl, to be railed by the tentacles, to be violated and turned into the mother of monsters… The haze was intoxicating.

Weiss suddenly wanted to see her flat stomach rise again.

She lunged forward and captured Ruby's neck with her teeth, returning the hickey in kind. As she pulled away she whispered, voice lacked with husky intent, "Fuck me."

There was a 'yeap!' as Ruby thrust forward, her ribbed and thick member bouncing around inside the heiress' snatch. The leader growled with delight as Weiss shrugged her panties off her ankles and raised her legs in the air (a position she'd gotten plenty of practice at the last few days). Ruby reached around and hooked her elbows just below Weiss' thighs, pushing them even further to give her more leverage.

Weiss gave a primal coo as her father's precious daughter was turned into the slut of the creatures of darkness. The piston slamming in and out of her pussy was warm, thick and unrelenting, and Weiss wouldn't have it any other way as her eyes began to glaze over. Likewise, Ruby was so lost in passion that she began to drool once more, tongue dropping from her mouth like a dog when it wasn't tangling with Weiss'.

It was different to Weiss, stranger. The tentacles felt good, felt _fantastic,_ but the feeling of someone mounting her was almost indescribable. The holes that plagued her existence, the missing parts of her seemed filled by the warm body floating above her. And she wanted the girl closer. Her fingers pull the bottom of her nightgown over her breasts, which had withered only mildly in size in the last day. Her C-cup breasts sprung forth, the milk she'd let loose earlier still coating her nipples and she wanted Ruby to clean it off. But when she went to say "Suck my breasts", all she managed to eep out between thrusts was "Tits!"

Ruby obliged to the order, dipping her head and capturing Weiss's left tit in her mouth. She lapped at Weiss' milk, wrapped her lips around the erect nipple, pulled and played with it like a suckling child. Her hot saliva mixed into the skin and set Weiss ablaze, forcing her to arch her back in primal delight. The heiress wrapped an arm around Ruby's neck, pulling her closer to her chest.

"Your…" Ruby groaned in between kisses and suckles, "chest… Weiss… It's so big…"

The leader looked hazily up to her partner and gave a satisfied grin, "they taste delicious.

Weiss met the gaze, panting hard and heavy, "Then… drink all you want... It's all yours…"

Ruby's grin became shark-like as her lips crashed down onto Weiss' other breast, greedily sucking at the sweet milk stored inside. Weiss giggled gleefully at the feeling of the warm liquid leaving her swollen bosom, sweet relief, unbridled pleasure! Ruby switched it up, latching on to the other breast, groping them to squeeze out every last ounce she could, her lips and tongue and hands dripping with the fluid. She alternated, making sure each nipple got treatment in kind, the pair's movements reaching a fever pitch as they went along.

They were both close and they knew it almost instinctively. Ruby's member pulsed impatiently inside the hot hole of her partner (her girlfriend? Her lover? Her fuck buddy? It didn't matter). A thick bulge formed in Ruby's natural passage, a pressure that slowly slid from the base of her 'cock' and passed down towards the tip.

Weiss knew what was coming. She_ wanted_ this. The bob neared the tip in moments, and just as ruby began suckling on Weiss' trachea the heiress gave a demeaning, throaty purr as she orgasmed, wet juices spilling across Ruby's bloated belly before sinking in to become stains on her sheets. Ruby was next, a spray dripping from her plugged snatch as the bulb finally reached its mark.

White, hot cum spilled out of the tendril, filling Weiss' pussy to the brink. The creamy sauce dripped from the girl's vagina as Ruby and her stared at each other in a fit of pure, unadulterated lust, Weiss grinning lazily at the warm goo filling her hole. They shared a heated kiss before pulling apart and staring once more.

And they continued to stare.

And they continued to stare.

And then Ruby's tentacle finally released the last of its load and went flaccid.

Ruby twitched and squirmed as the grimmling in her womanhood shifted. There was the soft noise of a suction cup being peeled loose and soon Ruby's passenger was no longer fused to her at the groin. She giggled as a tingling sensation crawled its way down her birth canal. With an aggravated push, the grimmling popped out from Ruby's vagina and slithered away, coated in what bits of Ruby's discharge it had blocked.

Ruby and Weiss watched it scuttle into the vents, their breathing labored. They looked back at each other, Weiss happy to see Ruby's eyes return to their normal playful silver.

And then Ruby's face was drawn in panic.

"I… oh God, Weiss! I'm so sorry!" Ruby almost screamed, jerking back from her position straddling Weiss.

Weiss immediately stopped Ruby from pulling back more.

"I… I… Weiss, I didn't mean to… I don't… I don't know what's happening…" Ruby blathered, breaking down in tears. "I mean, I liked kissing you, but I don't know what that means, I was really horny, and then that thing, and then sleeping and…."

Ruby was silenced by a gentle, chaste and silent kiss.

Weiss leaned back and pulled Ruby into an embrace, already feeling the tentacle's cum doing its deed and filling her womb with its children.

She hadn't really _wanted_ this. Despite staying calmer on the outside, Weiss was equally as terrified by the spell that had just befallen both of them as Ruby.

Did it mean anything? No… or did it?

"It… it doesn't matter…" Weiss whispered, holding Ruby tight, trying desperately to find comfort in the girl as though she were a teddy bear. "These things… they're making us do a lot of things we wouldn't normally do… So I don't blame you. We'll figure this out when we have time to sit down and talk, okay?" Weiss explained, desperate to placate her friend.

Ruby sniffed and nodded, looking Weiss in the eyes. Weiss nodded as well, but scowled as the pressure in her belly built up even thicker.

"But before that… Ruby…" Weiss broke, pulling back and spreading her legs as her belly began to rise. She let her head roll back as she managed a brief moment of pleasure from the filling stomach. "I'm pregnant with…" Weiss mulled over the right words as her stomach began to squirm uncomfortably, "…our babies. And I need your help getting them out…."

Ruby wiped her eyes and nodded. Weiss pulled up her legs and displayed her pussy which began to dilate in time with her rising stomach. The leader resisted a remnant urge to caress Weiss' thighs and waited at the ready to deliver their… 'children'.

Moments later Weiss cried out in pain, and a batch of newborn grimmlings came into the world.

**Right then, how about a big 'well-done' and thank-you to our anonymous contributor? You know who you are, and you are awesome. Futa-Ruby on Horny Weiss... So... so hot... Anyway, once again I would like to emphasize (especially to those of you inclined to review) that I can't claim credit for this one, much as I'd like to. Next time, the much-anticipated Neo for some mute (kinda) Loli action. **


	16. Neo: A Lesson in Empathy

Neo was a girl of simple tastes really; she liked sweet things, and what could be _sweeter _than the little twinge of fear on somebody's face as they realized there situation was hopeless – and that at the hands of so petite a girl. Indeed, one of her favorite pastimes was to walk through the streets of Vale, the content of her thoughts obscure from all of those she passed, contemplating how _best _to reduce each and every man and woman she passed to a whimpering _heap, _begging for mercy. Perhaps the man who brushed past her in a suit could do with a few broken fingers… or the woman coming out of the bookstore needed to have her blouse cut open… Imagining the way that they would react made Neo smile devilishly. It was enough to make a girl wet… Of course, it certainly didn't hurt that business and pleasure so neatly correlated. On this particular fine afternoon, Neo was going to _punish _a silly, silly storekeeper who'd failed to compensate her employer for his _magnanimous _'protection.' Neo didn't really care about _that_ though; she was just happy to have a chance to indulge her hobbies - little did Neo know as she had turned down into the alley to break into the shop from the back that _she _would be the one silently screaming.

It started with a bout of gleefully casual brutality on the young lady's part. Upon turning into the alley, she saw, to her surprise, what looked to be a squirming black octopus hobbling across they alley from the storm drain. It didn't take her long to recognize it as a Grimm, and then to decide that she would do her good deed for the day. Licking her lips with a sadistic smile, she impaled the thing on her parasol, _stepping on its tentacles _as she pulled her weapon free again and leaving it to die as she continued on her way. She would swiftly be punished.

The tendrils fell upon her as she turned down a bend in the alley and stepped completely out of sight of the street. First her parasol was yanked from her hands by a tentacle which surged forward from behind, causing the sadistic little lady with mismatched eyes to pivot to face her attacker. It wouldn't do her any good though, as her arms were both quickly and handily bound. Neo's face, normally expressing a deceptively coquettish smirk, instead bespoke shock as she was _forced _to her knees and her blouse was torn open down to her corset, revealing her fair skin and supple breasts. She winced as a tentacle wrapped tightly around each of her nipples and _squeezed_; her small breasts were extraordinarily sensitive, and though it hurt, the abuse felt _good… _She wondered between silent gasps of pain, revulsion, and pleasure as still more tentacles wriggled under her corset if this was anything like what _her _victims felt like; but any semblance of empathy banished itself from her mind as the slimy wet tips of the appendages slithered down into her pants and began to rub her clit. Her eyes went wide, but she couldn't scream, and as she tried to struggle, the tendrils roughly _slammed her _down to the cold, paved ground. She silently whimpered as her soft breasts were pressed to the hard, _coarse _asphalt, bringing a slight well of tears to her eyes. Not to _her… _this kind of thing didn't happen to _her… _This was how _she _was supposed to make others feel… It wasn't _fun _if _she _had to feel it…

The tentacles didn't much care how she felt about it though; they were going to have her no matter how hard she struggled. She gasped and her expression took on a look of silent terror as the tentacles in her pants slipped under her panties and into her folds, pulling them apart and adding to the impression that, as she was pressed to the pavement on her knees, she was being _presented. _Neo received all the explanation that she was going to when it struck. It hit her like a _hammer, _striking so hard that it tore a hole through her hitherto undamaged pants, ripped through her panties like tissue paper, and _violated _her pussy with a loud _thud, _all in one motion. Neo opened her mouth to scream as her virginal tightness was savagely despoiled by the interwoven mass of three tentacles, but nothing came out. The tendrils did not hesitate for a second, even as Neo's body wriggled and thrashed in pain as the slimy _drill _broke her hymen and kept right on driving _deeper. _By the time that the tendrils had gotten _all the way in, _Neo simply stared blankly into the ground as her maiden's blood began to trickle down her thighs.

As Neo came for the first time, the tentacles abruptly pulled out of her pussy, and her arms were _yanked _back behind her, forcing her to ben backward, and her wrists were bound to her ankles, leaving her vagina dripping through the hole in her pants. The other tentacles swiftly saw to the task of fully disrobing her though, and in scarcely moments the whole of her slight form was arched back, knees spread wide in unwilling invitation, and utterly _bare. _

As the tendrils reared up above her, Neo tried to brace herself, but her efforts were thwarted when a single, wriggling tentacle plunged up into her ass from behind, leaving her unprepared when the tendrils in front of her came down. The little sadist's face was wrenched to the side as the first blow hit, a wet slap as though in rebuke for her misdeeds, but the punishments did not stop there. The next blow fell on her chest, jostling her breasts, still stinging from having been pressed to the pavement, then her stomach, thighs, until the last struck her squarely between the legs, stinging her clit and moist folds. Her breath came in shuddering gasps as the blows left her sore and formed angry welts on her cream-colored skin, but her pussy continued to drip, her juices forming a puddle beneath her even as the blood continued its slight trickle down her thigh from her entrance. It hurt… It was demeaning and humiliating to be at this… this _thing's _mercy… but she wanted more…

Perhaps more sadistic of the creature than the whippings though was what it did next. The end of a tendril pressed to her clit, before snaking its way down between her legs; it didn't enter her – no, that would have been _far _too gratifying – but instead slithered back and forth across her womanhood, so close that her folds parted around its length and she felt like she would melt, but it would never actually _enter her. _This heavenly little torture started slowly at first, gently rubbing forward and back, but with Neo's every silent little gasp, the speed intensified, rubbing her harder and harder, _closer and closer… _

All at once Neo's arms were released, allowing her to flop forward as her juices gushed from her again. She scuffed her elbows on the rough pavement as she braced herself, catching her breath, but she wouldn't be spared the moment's peace. Briefly, the tentacles resumed whipping her, lashing her buttocks and making her silently cry out, only to have her mouth immediately filled with a member the size of her wrist, easily the largest present as it filled her mouth. Neo gagged as the slimy member filled her entire mouth and pushed towards her throat, yet her lips closed around it, forming a seal. Helpless, she sucked and she sucked, the pulsating column of flesh in her mouth unrelenting until her eyes widened in horror at the sight of the bulge coming down its length toward her mouth, but her struggling was pointless. A hot, thick jet of ejaculate gushed into Neo's mouth and down her throat. As the member pulled out of her mouth, Neo doubled over and tried to spit it all out, but she couldn't help swallowing some and feeling nauseous.

Before she could recover though, the tentacles took her again, wrapping around and spiraling up her legs, coiling around her stomach and breasts, before finally winding about her arms and lashing her wrists together. All the tendrils binding her pulsated and constricted her even as it forced her legs apart to hang separately, opening her up for still _more _tentacles. They set upon her from front and back, driving into her ass and her pussy at the same time and thrusting in sync. She tried to fight it at first, but she didn't have the muscle to close her legs in defiance, and the more she struggled, the tighter her pulsating bonds became, until finally she submitted, her head lolling back as the plundering tendrils fucked her blind, and losing track of the waves of pleasure that consumed her consciousness.

When the creature had finished with her, Neo had long since passed out, and it dropped her naked, unconscious form to the cold, rough ground to lie in a pool of her own juices. A very naughty girl had been thoroughly punished indeed…

**So… a very… **_**thorough **_**lesson in empathy for our pint-sized little sadist – admittedly I'm making this assumption about her character based entirely on that one slasher smile she had when she was about to stab Yang in the show, but meh… I also decided to carry on in the grand tradition of Mute Neo (because Mute Neo is best Neo) rather than try to come up with a speech pattern that fits, which I think might be beyond me – but then, as I said, I do prefer her as a mute. Anyway, I do hope this wasn't **_**too **_**rough for anybody, and next time we're going to have some nice hot Bumblebee action, so you can look forward to that. **


	17. Blake & Yang: More

Yang returned to the RWBY dorm to find quite a sight. It had been a rough day – especially her gym time, which was somewhat complicated by her recently elevated center of gravity – but Blake on the other hand, after offering numerous _profuse _apologies to Port, Ozpin, and _Jaune _had been instructed to take the rest of her heat cycle off. Yang had wondered what her partner would do with the time off, or indeed if she was safe from the tentacle Grimm - called an Ursula if her Grimm studies book was to be believed – but upon opening (and very swiftly shutting behind her) the door to her dorm, Yang realized that those probably weren't the right questions to be asking…

Blake was on her hands and knees, nightgown hiked up over her waist. Her bow was off, her cat ears flattened against the top of her head, and her eyes were shut, face equal parts flushed and frustrated. Yang blinked a few times before she comprehended the behavior – and noticed the open vent in front of which it was taking place – before it sank in. _Oh… _

"Hey Blake… You… okay…?"

It was like Yang had thrown a switch – albeit perhaps a partially _jammed _switch – because Blake's reaction was instantaneous, if not _quite _complete. Upon being addressed – as though she hadn't even noticed Yang enter the room – Blake had shot up from her presenting position onto her knees, cheeks crimson with embarrassment, though she couldn't _quite _keep her hand from wandering to the space between her legs, "Y-Yang! H-hi… I was… I was just…"

"It's okay…" Yang assured, kneeling down in front of Blake, "You can't help it…"

_Relieved _by the way that Yang seemed to understand, Blake resumed pumping her two fingers into herself, sending a thousand little twitches of pleasure over her face. For a long while Yang just sat there _watching _as Blake pleasured herself; first two, and then three fingers in her womanhood, all the way up to the knuckles as she worked them around inside herself, trying to get the most out of it. Yang felt herself get hot just watching, and her panties started to feel wet. Blake didn't even seem like she was aware of Yang anymore, so focused was she on working her hips and putting her fingers inside, and as Yang's breathing grew heavy she decided that she couldn't take it anymore. Maybe she was still hormonal after the whole 'getting pregnant' thing, but Yang _wanted _Blake, and she wanted her _now. _Judging by the way Blake was shamelessly moaning and didn't seem to notice as Yang took off her shirt, Yang figured that Blake wouldn't mind…

With both hands, Yang seized her partner and _forced _Blake's lips to hers. The heat-addled Faunus's eyes shot wide at her partners sudden, if not unwelcome advance, but squeezed shut again just as quickly when Yang's fingers reached under her nightgown and began rubbing her clit, and almost instantly she was putty in the Blonde's hands, and happily so. Yang pulled her close, cradling Blake in one arm like an infant as she intensified her ministrations, taking the place of Blake's own fingers inside her yearning dampness. When finally they broke off the kiss, Blake's head rested against her buxom partner's upper arm and she started to _purr_ as Yang continued, and her hands lazily groped to remove the Blonde's sports bra before finally casting the article away and nuzzling up to Yang's wonderfully sizable breast.

"Ah! _Ow!_" Yang protested as Blake's teeth began nibbling on her right breast, "Kitten… that hurts…" Blake just bit her again, and yang winced, "Well… if that's how it's gonna be…" She retaliated by jamming a third finger inside her partner, who yelped, squeezing her thighs shut about Yang's hand.

"Ah… y-yes!" Blake cried out in pleasure, wrapping her arms about Yang's neck as Yang pumped into her progressively faster, "Fuck _yes! Fuck ME!_"

Eager to satisfy her lustful partner, Yang continued to bounce Blake up and down on her fingers. Blake's hips bucked in response to each and every thrust, gasping and moaning as Yang's three fingers pumped in and out and the Blonde's thumb stroked er clit until Blake's body seized up, "_Ohhh… Ohhh… YES!_"

Yang smirked widely and kissed Blake's cat ears as Blake shuddered and came onto her hand, "I do good?"

Blake nodded, but blushed, "…More…?"

Yang blinked, "You… want _more…?_"

Blake shakily straddled Yang's leg and began to grind herself against the Blonde's thigh, whispering sensually into her partner's ear, "_Yang… I'm in heat… _I've got about _five more days _of _constant… _well…"

Yang nodded slowly, trying to comprehend what it would be like to spend an _entire week _constantly _horny, _"How… how much do you want…?"

Blake leaned down to suck the top of Yang's breast until she left a mark, "_How much have you got…?_"

Yang smirked, interpreting that as a challenge, " How about _this?_"

Blake yelped again as she was thrown onto the floor and Yang tore the bodice of her nightgown open with her _teeth. _Had she been in her right mind, this wanton destruction of her clothes might have annoyed Blake, but as it was, Blake _really _wanted Yang to kiss her, bite her, _suck her… _and she _really _wasn't about to complain when her partner started motorboating her chest. Blake's breathing grew faster and faster as yang's hands closed around her breasts and _squeezed. _It didn't stop there though, as Yang moved lower and lower down Blake's stomach until Blake was left gasping and panting while Yang spread her legs. Yang paused for a moment to appreciate the sight of Blake's quivering pussy before she dove in, and Blake's hands slammed down onto the floor and her back arched as Yang's tongue penetrated her folds. Unbeknownst to the entangled pair though, the guest that Blake had been hoping for arrived through the vent. As Blake writhed in ecstasy and Yang ate her out, one of the small creatures clambered out of the vent and crept toward them, its tendrils reaching out…

"Mmph!" Yang spluttered into Blake's vagina, startling Blake almost as much as the brawler as the tendrils pried her own lower lips open and the undulating mass pulled itself inside her. Yang collapsed with her head on top of Blake's stomach, and the Faunus, unfulfilled, sat up to see why Yang's ministrations had stopped, "Y-Yang? What…?"

As Yang rolled off of her, her golden eyes beheld the last wriggling tendril disappearing beneath Yang's skirt. As Yang flopped onto her back, chest heaving as she gasped, Blake tore her partner's skirt off, in such a hurry was she to confirm her suspicion as she examined Yang's womanhood. It wasn't _fair… Why the hell _did these things like to _tease _her so much? She'd lost track of the time she'd spent earlier _spreading herself _in front of the vents, yet now _Yang _got it? _Really? So. Not. Fair-! _But Blake's internal griping was silenced as a thick, black member spilled forth from Yang's vagina and prodded Blake's chin as it became erect.

Blake stared…

"Good god… what…?" Yang slurred, bleary-eyed as she recovered her wits.

And Blake stared….

Yang looked down at herself, and then sat up wit a start when her eyes fell upon her new 'plus one…' "G-gah! What the _Hell!?_"

Blake licked her lips, feeling the fire light up between her legs again, and she stroked the rigid member causing Yang to flinch, "Yang…"

"D-don't do that! God, that feels weird…"

"Put it inside me,"

"W-what?"

Blake shifted to meet her partner's unaccountably reddened eyes, "What's the matter?" Blake crawled on top of her partner now, nuzzling to her ample bosom, "You _know _I'm horny Yang… Don't make me _beg…_"

"B-Blake! This _thing _is inside me-!"

"And I _want it _inside _me._" Blake insisted, "It's _perfect… _I want you to _mount me, _and then I want you to _fuck me, and fuck me, _and maybe _fuck me some more… _Until I cum… until I _scream… _until I _beg you to stop…_" Yang's heart raced as Blake rubbed herself against the new member, sending shivers of pleasure through her, even as the Blonde found it difficult to avert her eyes from Blake's swaying breasts, "And _then _I want you to fuck me _harder, and harder and harder… _At least until I _pass out… _okay? _Then _you can stop if you _really _want to…" As if to accentuate the word '_really_' Blake twisted Yang's nipple, "But let's be honest… I really wouldn't mind if you just kept right on _having me…_"

Right then, Yang lost all semblance of self-control and her hips bucked, driving the _throbbing _black member deep into her _pussycat. _Blake exclaimed in sexual delight as she sat back onto the driving shaft, her own hips beginning to buck as she straddled Yang. _Fucking _became the sole effort of the Faunus' entire body as her whole form rocked and swayed from her head to her toes, trying to squeeze the maximum possible pleasure from each and every stroke. Her hips gyrated, then worked back and forth, up and down, side to side, trying to work Yang's long, _hard _cock into that _one _perfect spot inside of her. Yang bucked her hips savagely – as hard as she could, as _fast _as she could – and she was completely and utterly delirious with lust. All she was conscious of was Blake's nearly naked form straddling her own, and the burning _need to violate. _

With a mighty effort, Yang bucked Blake off of her cowgirl position and onto the floor. Before Blake could recover, Yang was on her again, grabbing her legs under the knees and _plowing her _silly. Blake _tried _to be an active participant at first. Wrapping her legs around Yang's waste and clinging to the Blonde as though for dear life. Blake's nails dug into Yang's back, leaving long scratches across the Blonde's finely toned form, and Blake bit down on her shoulder as though to further anchor herself in place as Yang stood, lifting Blake to rest straddling her hips as she continued to thrust. Blake's entire world was reduced to the taste of Yang's shoulder, the glorious _'FUCK YES!' _feeling filling her womanhood, and the jostling press of Yang's breasts to her own soft, sensitive mounds as Yang _bounced her _up and down on her shaft, and she liked it that way. .

As Blake came again though, Yang abruptly pulled out of her, turned Blake around so that Blake could feel Yang's breasts pressing into her shoulder blades, and then promptly resumed the fucking. Yang held her up by the thighs and Blake's arms happily fell limp as she watched her reflection in the window; her own not-insignificant breasts bounced and jiggled wildly as her whole body was jostled, and she could see the thick black column of Yang's member disappear into her folds each time Yang's hips thrust it inside. She wasn't so much a person anymore as Yang's moaning sexual _toy, _and as she looked into her own eyes reflected in the window, Blake came again, just in time for Yang to loudly groan, and Blake's body involuntarily spasmed as the bulge passed from Yang's pussy to her own, where the hot gush spurted into her womb.

Blake reveled in the feeling of her walls being clamped down on Yang's member for a long while, and enjoyed the look of orgasmic pleasure on her own face, but it wasn't enough… "_More…_"

Letting go of one of her legs and taking a fistful of Blake's breast instead, Yang Readily obliged, thrusting again even as her cum slowly oozed out of Blake, coating Yang's throbbing length. Yang then dropped to her knees, and Blake fell forward, though not _off _of Yang's huge, ribbed cock, and Yang took hold of her hips as the thrusting resumed and intensified.

"…_Fuck…_" Blake moaned like a whore as Yang's cock slammed _all the way in, _pulled _most _of the way out, and then _slammed _back in again, "_Ooooohhhhh… I… I feel it ALL!_" As Yang's thrusting into her reached a fever pitch, Blake came again, finally satisfied – for the moment at least – and slumped to the ground, legs spread wide for her juices to pool between her legs.

Yet Yang was not satisfied, and as her member twitched in an annoyed demand for satisfaction, it impelled Yang to act.

"Y-Yang… what are you doing…?" Blake asked, the lustful haze having been well and truly _fucked _from her mind as Yang flipped her onto her back, "Yang, that's enough – _stop-_ _AHH!_"

And so Yang set about the task of raping Blake Belladonna until she _screamed – _just like she'd asked her to. An exhausted Blake weakly struggled and fought, but it was no use; she'd told Yang to take her by force, and that was _exactly _what Yang was going to do. Blake's feeble resistance wasn't just because she felt satisfied though; indeed not. Rather, she had already begun to feel the first consequences of Yang's (the creatures?) cumming inside her. Her breasts ached and she felt bloated, yet as plaintive moans of "S-stop.." and "No more…" gave way to wordless groans, Yang did not let up, and drove her cock home into Blake's pussy once more, and Blake's eyes lolled back in her head as she gave up resisting and her body began undergoing the pregnancy in earnest. Never missing a stroke, Yang bent down over her suddenly passive partner and began to suck at her nipples, heedless as Blake's abdomen began to swell beneath her own. All Yang was in a fit state of mind to care about was that Blake's nipples were hard, and her pussy was _soft… _

_Let's be honest: I'd be perfectly fine if you just kept having me…_

And so she did. Yang continued to fuck Blake's prone form even as her stomach bulged and her breasts grew swollen, causing eye-pleasing little jiggles to run across her partner's naked body. Blake's legs twitched as the ravishing continued, as though wanting to wrap around the Blonde and hold her borrowed girth inside, but lacking the strength, and in any event, Yang proceeded to fuck her partner's soft, quivering pussy to her own fullest satisfaction.

"P-please…" Blake whimpered, though she was unable to decide if she really meant it as, even despite her swollen abdomen and breasts, Yang's continued penetration had made her cum a _fourth _time… "_No more…_"

But Yang did not stop – not until _she _was satisfied, letting out a shuddering groan as she – or the Grimmling which had taken up temporary residence within her – she couldn't tell anymore – loosed another stream of hot, white cum into Blake's womanhood. Thusly satisfied, Yang collapsed beside Blake, her temporary member causing her to shiver with pleasure as it slithered inside her, and then cry out in pain as the whole Grimmling inside detached itself and _crawled its way out of her pussy. Blake _on the other hand, _screamed. _

She could feel the Grimmlings fighting and slithering all over each other inside her even as the first contraction hit her and her first cry of pain split the dorm. It felt like an eternity as the other contractions followed, but when the time came, she took Yang's hand, squeezed it, _and pushed. _Blake's first was pushed down and out of her birth canal with _painstaking _slowness, but she almost preferred that than the way that the second couldn't seem to escape her womb fast enough, spilling from her pussy, onto the floor, and skittering away as its last two brothers fought each other inside her for the privilege of being next born. Blake's face scrunched up as they struggled and writhed, getting stuck just short of her entrance, allowing stray tentacles to probe the air beyond her folds. With one _final, excruciating _effort though, they too were expelled from Blake's vagina and the cat Faunus flopped back down onto the floor and caught her breath as her stomach returned to normal size.

"Y-_Yang…_" Blake intoned between gasps, feeling her suddenly sensitive and engorged breasts, "G-_get over here…_"

"Huh…?" Yang lazily looked her way, "Whoa Blake…" She added tiredly, "Nice rack~"

"They're _sore…_"

"Ya get used to it…"

"But it _hurts _now!" Blake pouted, "You are _so _making it up to me next time I'm horny…"

And with that, both partners collapsed into sleep on the floor of the dorm.

**Well now… How's that for a nice and **_**intense **_**Bumblebee session? I suppose Blake might do to be careful what she wishes for, but then she **_**is **_**in heat, so she got a little greedy… Anyway, Next up is going to be the Malachite sisters – Yay for twince- Ehem… That said, I'm sorry to say that I can't keep up the daily schedule, so it might be a few days – worry not though, this isn't going anywhere, just slowing down a bit. That said, requests and suggestions are still always welcome. **


	18. Melanie & Miltiades: Sisters

Melanie pushed her sister down onto the bed and straddled her. She was already down to her deceptively pure white bra and panties, while Miltiades, good, _obedient _girl that she was, had stripped down to just her crimson knickers, knowing her _place…_ This was their every night after all – a long evening of standing in heels looking pretty for the revolting clods that went in and out of Juniors club was stressful, and stress was bad for the skin… Melanie, for her part, could think of nothing better for relieving that stress then to _fuck her own reflection until she screamed… _

Looking back as she slipped a hand into Miltia's panties and nibbled her ear, Melanie reflected that the _first _time might _technically _have been rape, but Miltia hadn't exactly _resisted, _so she never worried about it too much. It had started off innocent enough – well, as innocent as two seventeen-year-old sisters showering together could be anyway – and Melanie had offered to wash her younger twin's back. From there though, something had possessed Melanie to press her wet, naked form to her sister's back and wash her _front _too…

"_U-um… Mel…" _

But Melanie hadn't listened as she scrubbed her sister's stomach and moved higher… She remembered in close detail the way that Miltiades had _squirmed _when her fingers had closed around her younger twin's breast… and the thought that it was exactly like _hers _had made her _so wet… _

"_Hey Milly… You're still a virgin, right…?"_

Melanie _didn't _remember what her sister had _said, _but she _did _remember confirming the inquiry herself when she'd slipped her fingers inside…

"_Mel… stop…"_

Miltiades didn't tell Melanie to stop anymore… she knew better. And what was the harm really? They were both girls, after all, so there wouldn't be any _real _consequences, and Melanie saw that look in her sisters eyes whenever she took her – the _'it's only wrong if someone sees' _look – and she knew Miltia loved it, no matter how much or how often she begged her sister to stop. Melanie knew that her sister – however she might protest – wanted her too – more even. Melanie wanted her sister because she wanted to see _herself writhing _in ecstasy, but the more bashful Miltia wanted her elder sister to have her because she wanted to be _wanted – _by who was of secondary importance. Naturally then, caring big sis that she was, Melanie was happy to routinely… bolster her sister's self-esteem…

Melanie wasn't quite sure at what point in her reminiscence that she'd stripped off her panties and then her sisters, but she didn't mind that. She minded even less that she hadn't quite been aware of when she'd entwined her legs with her sisters and pressed their pussies together, starting the grind slowly at first… As she felt her folds rubbing up against _her Miltia's_, Melanie's vision blurred at the pleasure, and she began to lose track of where she ended and where Miltiades began. _Bliss… _Yet bliss was abruptly supplanted by anti-climactic nothingness, and Melanie's frustrated eyes slowly opened, coming into focus in search of the reason that her sister had withdrawn from pleasuring her, and when she saw, her eyes widened in horror.

"Melan-!"

But Miltia's scream was silenced as a slimy black tendril drove down her throat. Long, pulsating black tendrils bound Miltia by the arms and still more of the grasping arms had begun wrapping about the younger twin's thighs, pulling them open by force, spreading her wide and putting her dripping wetness on display for her dear big sister.

All Melanie could do was stare as her body writhed in terror and she let out suffocated squeals. Melanie couldn't help but lick her lips as she watched her sister's smooth body struggle and undulate in the grasp of the… _whatever it was – _the way her thighs tightened and relaxed, the way her breasts shook with her struggling, and the helpless way that she fought it… _so hot… _

When a tendril reached up to claim Miltia's womanhood though, the spell cast upon Melanie by her own – _her sisters –_naked, _writhing _body was broken, _No… She's MINE! M_elanie lunged across the bed as the tentacle entered her sister, grabbing and _yanking it _back out before proceeding to take its place with her own fingers.

"_Shhh…_" She whispered in Miltiades's distressed ear as she jerked and struggled in vain, "It's alright little sis… I've got you-," But Melanie's reassurance was as hollow as it was unhelpful, for at that very instant, two tentacles _plunged _into Melanie from behind and she jerked forward, burying her face in her sister's breasts as she cried out, "_F-FUCK!_"

Having thusly claimed the elder twin, the tendrils swiftly set upon the younger once more, now unimpeded by sisterly possession. Indeed, Melanie had gone from possessor to _possessed _as the _thing _took her in the ass and pussy at once, and her zone of perception was reduced to the soft swell of Miltia's breasts into which her face had been pressed, and as if to underscore to the elder twin whom it was to which her precious baby sis _really _belonged now, it had returned to despoil Miltiades with three times as many tendrils as before, with two in her ass and _four _in her _soaking wet pussy. _Shakily, Melanie took her sister by the shoulders so as to pull herself up, resolving to resign herself to their mutual violation if she could _just _nibble her sister's ear and pretend they were alone again, but when she parted her lips the end of the tendril binding one of Miltia's arms reared up and dove down Melanie's throat, thus completing the simultaneous penetration of every adequate orifice the sisters had between them.

The tentacles lifted them off of the bed as they fucked the pair beyond rationality, and slowly, a pair of tentacles began to wrap themselves around both sisters. It started about Melanie's hips, slowly slithering around her back and then reaching across to Miltia to do the same to her, and it wasn't long before the pair were being held together, pressed close by the tentacles as though both twins had been stuffed into one corset, facing each other's naked forms. Their smooth, flat stomachs were pressed together by the constriction, as were their decidedly curvaceous breasts, the friction passing between them as they were fucked on alternating beats causing each girl's nipples, bare stomach, and clit to rub _vigorously _against the other, but no matter how close they got, they couldn't moan, because their mouths were both still full of wriggling tentacle. Juices had been steadily trickling out of both sisters since almost immediately after the tendrils had first beset them, but as the pumping in and out of all their holes intensified, and the two sisters were more vigorously rubbed up against each other, both let out a muffled cry of ecstasy when first Miltiades, then Melanie discharged an orgasmic torrent past the tentacles which even still persisted in their violating ministrations, their cum soaking the bed as the pair was steadily fucked into unconsciousness.

**So, how's that – not only for tentacles, but for some hot twincest action too? I do realize that I **_**kinda **_**made Melanie a bit… well… **_**crazy-possessive **_**(or just downright crazy) but I thought it added a little something… Although I do hope that didn't offend any twins who may or may not be reading… Anyway, we're coming up on time for gender-bent Jaune, but first, **_**next time **_**we'll be doing something a **_**little **_**different; you see, Kiko Gorgon, eminently helpful brainsstormer, submitted an OC with the request that I have the tentacles (among others) rail her silly, so next time, that's exactly what's going to happen… and it's gonna be rough… At any rate, as always, requests and suggestions are welcome, and I do hope that you continue to enjoy yourselves with the fic~**


	19. Likos Haima: Howling

**Hello all, and here we are again for sweet, sweet tentacle rape. Today's victim is one Likos Haima, an OC generously provided by my good smut-buddy Kiko Gorgon (Seriously, give Kiko's stuff a look, it's **_**intense**_**). That said, it was requested that Likos' scene get as … rough as possible, and after confirring with Kiko Gorgon about it, I have the following to present. Hopefully you all find it enjoyable, because I am open to doing this sort of thing again. **

"_Please…_"

Likos Haima liked to consider herself a proud, capable huntress-in-training, She was strong, skilled in combat and Dustcraft, and _proud _of the wolf ears that sat atop her head amidst her dark purple locks and the tail that always followed her about – even _if _it meant that none of her skirts or panties ever fit _quite right. _Still, despite all her strength, skill, and pride, there was one individual before whom even the _thought _left Likos powerless, and however she might wrack her brain, she just could not _fathom _why Weiss Schnee made her _so wet… _

Likos always liked to linger in the rocket-propelled locker room after an exercise – especially one that her team had done in conjunction with Weiss's… She'd always retreat to the corner farthest from the entrance, right under the large air conditioning vent, which helped because the noise that it made helped to cover her soft moans. Was what she was doing _really _so wrong? She didn't think so… she liked to think that Weiss would be flattered to know the mere fact of her _existence _made Likos _so unbearably hot, _but she wasn't so sure of the theory that she was going to be unduly indiscreet about it…

Slowly, gently, she would slip her fingers into her leggings, between her legs, under her panties and finger her own entrance, all the while imagining Weiss Schnee's smooth, delicate fingers. Moaning softly, Likos would rub herself, , use two fingers to spread her damp folds, and even go so far as to insert a finger _just _deep enough to feel her maidenhood, but there, she would always stop. It was stupid, she knew, but somehow the thought that _just maybe _she might appeal more to the frosty Heiress as a blushing virgin had always kept her from taking that next step.

A shame really, because she wasn't going to have a choice in the matter…

So focused was the young wolf Faunus upon pleasuring herself and imagining that the Schnee Heiress was responsible that she failed to notice when the air conditioning had ceased, and even her sensitive Faunus ears failed to pick up on the sound of a great many somethings slithering against the metal ductwork. Indeed, her eyes were closed as the first few tentacles reached down towards her, and it was only when they surged into action, suddenly wriggling in and yanking her leggings and panties down around her ankles that she finally noticed, far, far too late. Two tendrils swiftly bound about her bare thighs, binding her tightly despite her toned thighs being slicked with wetness already, and as she reached for her weapon on the bench in front of her in a panic, the tendrils heaved her off balance, dragging her back up to the ductwork and spreading her legs so that her left came free of her leggings and panties. Next she knew, a terrified Likos Haima was upside down, struggling to unfasten her cloak so that she could see, and her naked thighs were forced to straddle the cold steel ductwork, spreading her wide beneath the mouth of the vent.

There was a heartbeat's silence as she hung there and her cloak fell to the floor, her heart hammering in her chest and her arousal, unquenched, beginning to dribble over her lower stomach, but that suspended moment would not last, and in short order, Likos _screamed – _wailed in terror and anguish as she never thought a proud huntress should._ Four. _Four separate, slimy, _writhing _tentacles all plunged into her unprepared, virgin pussy at once, in an instant stripping her of one of those qualifiers. Likos thrashed and screamed, wailed and cried as the members all seemed to fight each other inside of her for the privilege of savaging her most sensitive places that she hadn't even known she had, and another tentacle reached down to bind her wrists behind her to the small of her back in order to keep her from trying to pull the tentacles out of her sore, stretched womanhood and her maiden's blood slowly trickled over her smooth body. Finally, as though to strip her of whatever dignity she might've had left as her body _shook _with the violation, a tendril slithered down her stomach and under her shirt, between her breasts and emerged from her collar. After a mere instant's pause, her top had been violently _torn _open, her pert, quivering breasts put on display. That was but the fringe of her humiliation though, for as the tendrils writhed and jockeyed for dominance in her pussy, Likos felt a _tidal wave _rise in the pit of her stomach until… "_A-AAAHHH!_"

And Likos came. _Hard. _Her very first orgasm _gushed _from her upturned pussy and her juices flowed down over her nearly naked body, they poured down her back, soaking into her ruined shirt, and as they rand down her front, they dripped to the floor drop by drop from her erect nipples or flowed over her chin and into her face, eyes hazy with the sexual (albeit unwilling) high.

Gradually she was lowered to the ground, and in the moment that she clambered onto her knees and placed her hands on the bench to steady herself, she was proven very, very wrong in thinking that it was over. The tentacles returned before she could even catch her breath, spiraling around each other as they began _fucking her again, _pushing inside as one great mass now, causing her to rock back and forth on her hands and knees, her modestly firm breasts slapping audibly against the lip of the bench as her body rocked. At least they _did, _until the tendrils descended from above to force her stomach down onto the bench while the plunder of her womanhood continued.

_I-I'm being fucked like a dog… _She thought, unbelieving as angry tears welled up in her eyes at the pain and the pleasure that wouldn't stop, _Like a fucking bitch in heat! _Yet all that passed her lips were tortured moans, for she was unable to refuse acknowledging the fact that she was _enjoying it _even as she struggled with all her might to free herself.

She was roughly forced down all the harder, winding her as her stomach was pressed to the bench when a tendril coiled around her left calf and wrenched her leg up and over the bench, leaving its cohorts an easier path to her quivering pussy. She bit her lip, drawing blood, just to keep from moaning, _begging for more, _only to be suddenly heaved off of the bench and winded again as her naked back struck the cold wall of the locker's behind her. The tendrils continued to fuck her _sideways _as she hung there by one arm and leg, breast jiggling, hips bucking, and wolf tail twitching feebly with every thrust. _No… _Just as she had resigned herself to let the creeping pleasure supplant her conscious mind though, a cold lance of panic shot through her – the locker room door opened.

_N-no… What if… I can't let someone… Weiss… see me like this… _

It wasn't Weiss Schnee that entered the locker room though; in fact it was quite possibly the only people that she wanted to see her like this even less than Weiss Schnee: _Team CRDL… _Whatever they had come in there for, it was instantly forgotten when another moan escaped Likos' lips and Cardin Winchester rounded the bank of lockers to investigate.

"What the…" Winchester gaped at the spectacle, "Hey boys! Come check this out!" Likos' cheeks burned with humiliation as the gazes of team CRDL fell upon her helpless, naked body like hungry vultures, "Say Dove… Shoot the animal down why don't ya?"

Four gunshots rang out, and the tendrils all suddenly withdrew, injured, into the vent, unceremoniously dropping Likos to the floor. Gasping, she struggled to get back to her hands and knees, maybe even stand up, but suddenly she was seized roughly at the shoulder – not by the tentacles, but by the huge hand of Cardin Winchester. Hauled to her feet, Likos was then forced against the cold metal locker nearest as his huge, clumsy hands and sausage-like fingers groped her breast, "Now… I think even an _animal _like you understands _gratitude…_"

Eyes wide with horror Likos shook her head, _no… no please… _

But her silent pleas did not stop Winchester's belt from unbuckling, or him from lifting her by the waist. She thrashed and screamed, but it didn't help, and no matter how she fought, Winchester's _rock-hard _cock entered her regardless. As his whole length plunged _all the way _inside her and she came to rest on his hips she felt Sky Lark's hands groping her ass. _N-no! _But it was no good; Likos bit down again on her own lip and her tail went rigid as the other CRDL boy's hard shaft slowly pushed up into her virginally tight as, and she began to cry. The boys thrust into her in alternating turns as they raped her, and so great was the pain and the shame, and the _pleasure _that she didn't even notice s Dove Bronzewing used her tail to jerk off. _It's… too… too much… _

Likos' eyes glazed over as the pain and the shame faded from her consciousness, and all she was left with was pleasure and desire – to be _filled, _to _fuck, to be possessed – _like she'd been fucked _into heat. _As though her whole body had become a _vice, _her arms and legs _clamped _around Winchester's shoulders and waste, and she began to undulate her naked body against his armored torso, bucking her hips to work his length about inside her and rub her clit up against his stomach. Her screams of protest became throaty moans of shameless _lust, _and as if to mark Cardin as _her territory, _she _bit down _onto his neck.

"A-agh! Fucking _bitch!_"

And in that moment, that was exactly what Likos Haima was: a _bitch in heat, _and Winchester was _going _to satisfy her, whether he wanted to or not. She was dimly aware as Lark came up into her ass and then pulled out, only to have Russell Thrush take his place, and that was fine, as long as Winchester kept _hammering _her pussy, the others could do whatever they wanted. Cardin on the other hand, was _going _to make her cum – and she was close - but when his body started to shudder first and he tried to drop her, she held on tight and _bit down _harder, bucking her hips to take them both the rest of the way.

"Whoa, whoa! F-fuck no!"

But Likos really didn't give a damn about his opinion as he came inside her despite his best efforts to pull out in time, and one more jerk of the hips later, she was gushing all over his thighs and had released her hold on him, again falling to the floor in a daze.

"_Fuck…" _

"_Did you…?" _

"_Screw this! Leave the damned animal, I'm out of here!_"

Conscious thought slowly returned to Likos' fuzzy mind, and as it did, she shakily lifted herself onto the bench to sit, one leg on either side, "I… I've just been… I got raped…" She said disbelieving. There was a _fire _between her legs, but the cold bench did little to help, and she allowed herself to lay back on the polished seat, her arms and legs hanging to her either side, "That Winchester bastard raped me… and those… _things…_" She thought of the black, writhing tentacles that had taken her virginity, "At least… it's-,"

'_Over' _had been the word on her lips, but it was stolen as the tendrils returned with a vengeance. They bound her wrists and ankles to the floor without warning, spreading her legs wide, and another _yanked _her tail taut before wrapping around, binding it to the bench. The slimy end of one of the tendrils probed one of her wolf ears, wriggling about inside, and her face flushed, but no matter how much she wanted to, she had no strength left to fight, and all she could do was _watch _in slack-jawed horror as a _huge, pulsating _black shaft descended from the ductwork, breaking the vent from its housing as it descended. Between her own quivering breasts she could see its massive, bulbous head first touch down on the bench a few inches shy of her tail, and then slither towards her like a colossal, ribbed python. She grimaced as its slimy girth began working its way over her tail and disturbing her fine purple fur, and her heart hammered as each inch closer made its goal ever more inescapably clear.

"No… no…" She begged, shaking her head back and forth in violent futility, "_No, no, no, no NOOOOOOOOO!_"

Her words broke down into an incoherent _scream _of agony though as the bulbous head forcibly displaced her folds and the great column of black entered her. She was slicked wet from sustained arousal and two orgasms, but no amount of wetness could have made this easy or painless – the shaft was just _too huge._ Her insides _wanted _to clamp down on it, but even stretching her to her widest, her tight pussy just _couldn't take it, _and so to gain deeper access to her body, the thrusting began.

_Thud. _

Likos' eyes bulged wide open and she shrieked incoherently.

_Thud. _

The serpentine member forced its way another inch deeper inside.

_Thud. Thud. Thud. _

It was too big… _Too much… _

_Thud. _

The monumental violation inside her was up against her cervix now, and the thrusting gentled – _slightly – _but the speed increased. There wasn't a _millimeter _of her inner walls that wasn't fitted to the Grimm's colossal shaft like a second skin, every motion – every _push _and _pull in and out _– drove her crazy, even despite the agony. She felt herself cum again, but she was plugged so tightly that there was nowhere for it to go, and instead of gushing forth from her center, it merely dribbled out of her little by little each time the shaft pulled back slightly for another stroke. She was almost unconscious by the time she saw it – the obvious bulge in the already huge tendril that moved toward her pussy from the vent above. She wanted to scream, to beg for mercy that she wouldn't get, to do _something _other than submit, but all she could do was cry as the swell reached her and _exploded _into her pussy. With a loud sucking noise, the tentacle abruptly pulled out of her, its load delivered, but that didn't stop a second bulge from coming down to gush out of the head as it withdrew, showering Likos in thick white cum.

Likos' legs twitched as cum poured from her entrance, all over the bench, and onto the floor, and as the tendrils finally released her, she slumped over the edge to land in the viscous white pool and curled up in the fetal position. She couldn't think – could barely breathe, much less form a rational thought – and she just wanted it to _stop… No more… please.. _

But her body did not listen. Responding to the sludge that had been pumped up into her womb, her whole body convulsed as her stomach felt like it was tearing itself apart and her chest felt _so tight _all of the sudden. She might have looked down in still greater horror to see her breasts become engorged and her abdomen begin swelling, but she had lost consciousness, and though her eyes remained open, they stared vacantly into nothing as her stomach bulged and her womb was filled with writhing Grimmlings. Not even the contractions could rouse her from her traumatized stupor, and so it was that there on the floor, in a pool of white seed, Likos Haima did not so much give birth as _simply lay there _ as three infant Ursula clambered out of her birth canal to begin the search for victims of their own.


	20. Jean & Pyrrha: Reversal

Jaune Arc had gone to bed feeling tired, sore, and a little sick. He'd felt queasy at best ever since that weird experiment he'd helped Professor Peach with – and it hadn't just been him either – Peach had asked all the 'fine, strapping young men' in the class if they wouldn't mind hanging around the Dust-Alchemical lab after class to help her pack up while she finished with her tinkering, which amounted to himself, Ren, Team CRDL, and that Neptune guy. Well naturally Jaune was happy to help the eccentric professor (didn't hurt that she was pretty) but as they'd hung around to move her crates around and fetch odd ingredients so that she didn't have to tear herself away from her centrifuge, the good professor had gotten carried away… Long story short, Peach had wound up mixing something wrong and her concoction had exploded; she'd been wearing a mask, but the rest of them had been left coughing and gasping for air.

After apologizing for the inconvenience, Peach had dismissed the lot of them and Jaune had opted to return to the JNPR dorm to maybe nap off the unsettled stomach he'd gotten after Peach's little 'experiment.' He hadn't even bothered to change into his onesie – he'd just stripped down to his boxers and crawled into bed. Waking up now, he instinctively had the sense that _something _was off…

Groggily, Jaune Arc sat up and rubbed his temple, but froze as he felt something swaying on his chest, "What…?" Jaune Arc looked down and his eyes widened in dumbstruck surprise – although perhaps _she _might be more accurately described as _Jean Arc, _"T-the _hell-? _What the hell happened to my voice?" _she _squeaked.

Jean had not recalled his voice having been so high when he'd lain down, but perhaps more pressing was the evident alterations to his anatomy. _Um… Since when do I have… _His eyes shot even wider than he might have thought possible when he realized that he was _missing _something. Jean's hand shot between her legs in a panic, but there was nothing to find, "W-what the hell!?" Jean didn't have time to be concerned with that for long though; the knob on JNPR's dorm room turned, and Jean instinctively pulled up her blanket to cover herself as Pyrrha entered.

The light was dim, and so all Pyrrha saw was Jean's silhouette , and she tilted her head, puzzled by Jaune's being in bed at the relatively early hour, "Jaune…? Are you alright…?"

"I'm fine!" Jean squeaked in a small voice. Pyrrha seemed a little off – had for a few days now, but at the present, Jean was more disposed to worry about her own _problem…_

"You don't… _sound _fine…" Pyrrha stepped closer, "What's wrong with your voice…?"

"N-nothing! I'm fine, honest!"

But Pyrrha wasn't buying it, and as she stepped over to his bedside to feel his brow, she froze, _Has Jaune's face always been this… effeminate…?_ Pyrrha felt herself get goose bumps all over, _Or had such full lips…? _

"Jaune… why are you hiding under your blanket…?"

"Because… I'm not decent…?" While suddenly true enough, the pathetically small voice did nothing to supplement the lack of conviction behind his words as he – or rather, presently _she – _leaned away from the gym-wear clad Mistralian.

Pyrrha in turn leaned further over Jean's bed as she reached for her partner, but as Jean continued to scoot away, she kept right on leaning until she fell off balance, and landed on the bed, on _top _of Jean, and yanking the blanket down as she sprawled… to land with her face planted in a soft cradle of cleavage… _Jaune's cleavage… WHAT? _

"J-Jaune…"

"P-please don't stare… I-I just kinda… woke up like this and..."

But Pyrrha couldn't help herself from staring. What had once been the lanky, wiry form of Jaune Arc, the adorkable _boy _she'd developed an attachment to was now the smooth, thin form of a flustered girl with the figure of a tall, thin hourglass and the gentle swell of modest breasts, rising and falling with Jean's rapid, shallow breathing. This _was _Jaune, _right? _But to see him – or her – so…

"Jaune…" Pyrrha purred, reaching to pull off her shirt and sports bra, "You… make a pretty girl…"

"Uh… Pyrrha… w-what are you doing…?"

"Shhhh…." Pyrrha whispered as she bared her breasts for her partner, "Just… _relax…_"

She'd been through hell these last few days, and this… this was the last straw. She just wanted Jaune… whatever form Jaune might take. Just to have _something _on her own terms, if only for a brief moment. Overriding both her own reservations and Jean's discomfort, Pyrrha reached over to her partner, gently caressing her breast…

"P-Pyrrha-!"

She squeezed Jean's nipple, silencing her protest, "Calm down… Doesn't that feel good…?"

"A-ah!" Jean yelped, wincing, but then, much to her own surprise she nodded shakily, "Y-yes…"

Pyrrha leaned in, her lips brushing Jean's lips, before moving down to nibble her neck, to suck, leaving a mark, "And how was that…?"

"P-Pyrrha… Should we really be doing this…?"

Probably not, but she was past caring now as her fingers traced down Jean's stomach, "Take off your boxers Jaune…"

Jean's breath hitched as she nodded, hastening to obey her copper-haired seductress, blushing unaccountably when she realized that she was damp, "I-is this… normal…?"

Pyrrha nodded slowly, her eyes in something of a lustful haze, and she took Jean's hand placed it between her own legs, showing her leader that she was wet too, "_Oh yes…_" She paused as Jean trembled under her touch, her fingers finding her lover's virgin womanhood, "Now Jaune… This is going to hurt a bit, okay? But I promise that it will feel good…"

"Wh-AAHHH!" Jean cried out, back suddenly arching as, with three fingers Pyrrha penetrated her maiden leader's folds and took her virginity. Her breathing came fast and her chest heaved as Pyrrha's fingers began to rapidly pump in and out, pleasure steadily beginning to overcome pain, and the first long, sensual moan escaped Jean's lips.

"_AAAA-AAAGH!_" The pleasure suddenly stopped, for it was not Jean who had screamed, but Pyrrha, as a half-dozen small black tentacles spread her folds wide.

"P-Pyrrha-?" But Jean couldn't get another concerned word out, as, from over the edge of the bed, a long, black tendril struck like a snake, _slamming _up into Jean's tight, unprepared pussy.

Jean spasmed, falling back onto her mattress and taking fistfuls of the sheets as the penetrating tendril wriggled its way three inches… six inches… _all the way in… _Waves of Pleasure wracked Jean's body as more tendrils snaked their way around her calves and thighs, gradually spreading her legs. Jean's mind went blurry as the member inside her reached her cervix and continued to writhe and undulate, stimulating every inch of her insides, Pyrrha's naked, shuddering form still straddling her all the while, her breasts quivering over Jean's head as the spear-fighter's body quavered. _Were they always so… big…? _Jean dimly wondered as she reached up to touch, only to blink in hazy bewilderment as her face was sprayed as a result of gingerly squeezing Pyrrha's nipple. Recovering from that shock at least, Jean let the pleasure and lust subsume her consciousness, and took hold of Pyrrha's _gorgeous _breasts – one in each hand – and angled both nipples into her mouth at once. The copper-haired Mistralian beauty moaned in unabashed ecstasy as her milk spurted into her lovers mouth and the last of the little tentacles disappeared into her womanhood, just in time for more tendrils to arc over the bed and plunge into both of their asses, and a second member to dive into Jeans' tight vagina.

Jean whimpered in elated agony as her insides were stretched by the _driving _tendrils, her body undulating beneath the rapidly intensifying ministrations as the three members penetrating her worked in alternating rhythm. _Pussy, ass, pussy, pussy… _It was like being fucked by a slippery, writhing _jackhammer – _or at least that was how Jean felt as the sudden _force _inside of her caused her to lose hold of Pyrrha's breasts, allowing milk to spray everywhere as the bustier girl's breasts spilled free of her leader's hands and lips. Her lips now free, Jean could not help but moan again as a smoldering pressure mounted in the pit of her stomach, lifting her, lifting her, lifting her and then releasing her to collapse into a gasping heap as she came, spraying her juices all over Pyrrha's thighs, the tentacles all withdrawing at once.

Breathing heavily, Jean Passively allowed herself to be lifted back onto her knees by Pyrrha, who pressed their bodies close and began smothering Jean with open-mouthed kisses. Too dazed to resist, and unsure whether she'd have even wanted to, Jean Lazily reciprocated wrapping her arms behind Pyrrha's neck to hold on as her gorgeous lover lifted her by the thighs to straddle her own hips, sensually working her hips to massage their clits together…

"Jaune…"

"Mmmmm…?"

"Do you mind if I take you now…?"

"M-? A-_AAH!_" Jean shrieked in surprise as the throbbing black Grimm cock suddenly extruded from Pyrrha's pussy and was slammed up into hers. Instinctively, Jean's legs locked around Pyrrha's hips as the Mistral champion began bucking her hips, driving her ribbed black shaft deeper inside Jean's dripping tightness. Jean's walls clenched down around this latest, most pleasurable invasion, milking it for all it was worth as her own hips began to buck in response and her slim, supple body squirmed up against the sculpted perfection of Pyrrha's. Had anyone asked him what he thought sex with Pyrrha Nikos would be like that morning, Jaune Arc would never have imagined _this, _but _Jean _Arc was taking in every inch of her partner's borrowed length and _loving every second of it. _Moan after throaty, unrestrained moan passed her lips in her newfound soft soprano even as Pyrrha grunted in her exertion to bounce Jean up and down on her thick shaft. Pyrrha's thrusting intensified as Jean felt herself getting close again.

"O-oh… Oh Pyrrha!" Jean's back arched as she came again, but Pyrrha kept her close and continued thrusting into a numb, satisfied Jean.

"_J-Jaune!_" Finally, Pyrrha came, both gushing from her natural entrance and the throbbing black phallus that shot overwhelming pleasure through her as though it was hers by nature, and she spewed hot, white cum up into Jean, all the while persisting in bucking her hips. As the first load of ooze began to drip down from Jean's pussy, Pyrrha came again, filling her utterly with cum. Exhausted, Jaune and Pyrrha fell back onto the bed together, the force of their uncontrolled landing driving Pyrrha's member all the way into Jean one last time, shooting one last gush of seed inside.

Gasping, her face in Jean's quivering chest, Pyrrha whispered in a quavering voice, "_J-Jaune…_ I love you…"

Jean however, was past cognition or speech; all she could do was breathe heavily as the member throbbed idly between her legs as she drifted out of consciousness.

**Well then, how was that for our first round of Gender-bending? I was kind of unsure whether to persist in using masculine pronouns for **_**Jean, **_**but in the end I decided to go with the feminine ones most of the time to apply to the present circumstances – but enough about pronouns – we're here for tentacle-rape right? Thus, more in line with that point, I would like to first express that I understand that some may not have been comfortable with the CRDL section of last chapter, so if that puts you off, I get it – that chapter was just custom written for Kiko Gorgon's OC – and trust me, CRDL **_**will **_**be getting a comeuppance a few chapters from now… On that note, while I do have a vague idea of what I'm going to do for that, suggestions and requests are always welcome, and the tentative order for the next set of chapters is going to be Blake/Ruby, another (more conventional tentacle rape) scene with Likos, CRDL getting their just desserts, Weiss/Yang, and… well I'll just let you speculate~**


	21. Blake & Ruby: Ladybug

Blake had a problem, a _very serious _problem – namely, that she _really _wanted to fuck _something… _It was different than the heat that she was used to by now – the need _to be fucked, _to be bodily _possessed – _no, now _she _needed to do the fucking thanks to the little grapefruit-sized Grimmling that had opted to take up residence in her womanhood while she'd napped. It had been such a _nice _dream too – about a certain buxom blonde fucking her for _hours and hours… - _but she'd woken with a start to find a large, slimy creature violating her and wriggling into her birth canal. In her semi-permanent state of heightened arousal, that had been enough to make her cum then and there, leaving her gasping as her folds closed around the invader and its main body had settled into her uterus. After that though, she hadn't gotten any rest….

Blake had been powerless but to lay there in bed and tremble as the thing teased her from the _inside. _Several of its smaller tendrils would periodically reach back down her birth canal, forcibly spreading her walls and teasing the lips of her pussy with dozens of little brushes and touches. They stretched her, _loosened _her pussy, and she spent the better part of five _minutes _with the whole depth of her vaginal orifice spread so wide that she probably could have inserted her fist straight in as deep as her cervix… And then all at once the little traitorous tentacles withdrew into her, making her cum again as her walls abruptly contracted.

"_Oh fuck…_" She'd thought aloud as her body trembled, _"Why do I need Yang again…?" _Her eyes had suddenly shot wide and her back arched as though of its own will beyond her control, responding to the tantalizingly slow feeling of something _thick and ribbed _extruding from her cervix, "Fuck! Fuck! Yes!"

Slowly, _so excruciatingly slowly, _the Grimmling's largest member extended to fill her vagina from the inside out, parting her folds for the head to be only _just _exposed, but going no further before beginning an _immeasurably _pleasurable repetition of thrusting out, then _back in… _Blake squeezed her eyes shut and rolled over onto her stomach, pushing herself up onto her knees and elbows, rocking involuntarily forward and back as she was fucked from _within her own body… _"A-AH _FUCK!_" She moaned in helpless lust as her arousal began to stream down her thighs, "More, more, _more, more MORE!_"

At once, a hot spray of her juices intermingled with a gush of the creature's white cum both issued forth from her pussy in torrents. There would be no rest as she tried to catch her breath though; even as her first orgasm was soaking into the sheets, still more sudden and violent spasms of pleasure ignited within her as the pulsating length inside her suddenly surged outward, breaching the lips of her pussy and extending nearly a _foot _beyond her entrance. It was enough to make her bury her face in her pillow, but what followed was enough to make her _scream into it, _as the extruded length bent upward, then curved back, and with sudden violence, the head _rammed _into her ass.

"_Oh GOD!_" Her breath caught in her throat as the thrusting began. Every _invigorating millimeter _that forced its way into the tight muscle of her ass was taken out of her dripping wet pussy, and it lit a fire of ecstasy at her entrance with each oscillation _in and out, in and out fuck and YES! _Until she went cross-eyed, tongue lolling out of her stupidly satisfied mouth as the bulge again passed out of her folds, stretching her _just a little more _and was pumped right back into her ass, leaving the creamy white cum to ooze from her rear as the member swiftly withdrew as though a retracting measuring tape, and she collapse onto her stomach again.

As she lay there naked and gasping though, it did not take Blake long to start to feel the itch again; she wanted _more. _Despite all the pleasure and satisfaction she'd been getting during this heat cycle, enough was never _enough _for more than a few _minutes, _it seemed, and she couldn't help rubbing her slick and glistening thighs together in desire, groaning impatiently until her cat ears perked up at the sound of the doorknob turning. _Who's-? Oh screw it! I don't care!_

Slyly, Blake peeked out from under her blanket to see Ruby walk into the dorm, set down Crescent Rose, and then start changing out of her uniform… Such pretty, fair skin and what a petite frame, yet not lacking for development... Blake could see that plenty well enough as Ruby stripped down to her red-laced bra and panties, seemingly unaware of Blake's presence. Blake imagined what it would be like to _tear _those last two malign articles from her leader's body, or how warm, damp, and _tight _Ruby's pussy was… Although that might have been her preoccupation with her own womanhood talking… As Ruby went to get her usual outfit though, Blake couldn't let the opportunity pass.

_I have to have her… _

Silent as the night, Blake rose from her bed and stalked up behind Ruby, and without a sound, she unclasped the crimsonette's bra before forcefully embracing her from behind, "G-gah! Blake! What are you-_ooh!_"

Blake silenced her by reaching between the reaper's legs and pushing two fingers inside, then licked the nape of Ruby's neck like a cat grooming her mate, "Ruby… You wouldn't mind helping me out would you…? I'd ask Yang, but she's not around…"

"B-Blake… I… I don't know about-," Blake inserted another finger, "Y-yes!" Blake led Ruby back to her bed and then sat down, spreading her legs as she pushed Ruby to her knees, "W-what do you- _Oof!_"

Blake grabbed Ruby's head with both hands, not hesitating to take thick, soft fistfuls of the crimsonette's dark locks as she did so, and pulled Ruby's face into her eager wetness. A thousand little notes of pleasure played over Blake's face as Ruby's spluttering surprise played a symphony on her womanhood, and no matter how Ruby might struggle, Blake held er in place, rocking her head up and down, side to side, all in an effort to send the greatest possible waves of pleasure through her. As Blake felt the stimulation raising her temperature though, it didn't take long for her passenger to join the action, and the pleasure of forcing Ruby to eat her out shortly became mingled with the sensation of being _filled _again from within. Ruby squeaked in startled protest as the throbbing black cock emerged from Blake's folds directly into her mouth, but still Blake held her in place, compelling the reaper to suck her length liberally before letting go.

Ruby coughed, spluttering, "B-Blake, not you-," But she didn't get to finish. Blake grabbed her, hauling her onto her bed and, once she was on her knees on Blake's bunk, _pushed her down _face-first, leaving a very surprised Ruby readily _presenting _as Blake tore her panties off. "Blake no-!"

But Blake hadn't been listening since they'd started; the heat had taken over, and all at once, she slammed her throbbing shaft squarely into Ruby's quivering pussy. Ruby yelped and struggled, but Blake held her down at the wrists and draped herself over the smaller girls back as she began bucking her hips, before eventually biting down on the nape of Ruby's neck as though claiming ownership. Ruby whimpered and quietly moaned as Blake's throbbing shaft despoiled her – while no longer virginal – tight and unwilling pussy, but she wasn't strong enough to force Blake off, and every slightest attempt she made to struggle was met with Blake's teeth biting down all the harder on her neck, so she was forced to submit, lest Blake draw blood.

As the heat-addled Faunus continued to rape her young leader though, both girls understandably failed to notice the black mass displacing the larges vent off in the team's walk-in closet, forcing not just tentacles, but its whole, malleable body into the room. Once free of the constricting vent, the semi-amorphous body was a bit larger than a basketball, with its eight tendrils reaching out to pull it along the floor towards the forcefully coupling pair across the room. Blake's hazy consciousness was devoted entirely to the slow, rhythmic thrusting of her borrowed cock into her leader's soft, _dripping _pussy, and so she did not notice, and Ruby's whimpering face was buried in the pillow, quietly begging the meaningless violation to stop, and both of them, in their distracted state, were impotent to stop or even _notice _as the Ursula heaved itself onto the bed behind Blake. Blake dimly felt the thick, slithering appendages come onto her back, but she didn't care as it grasped onto her and hoisted it's mass onto her rump, and indeed was further _gratified _by the sensation of part of the creature suctioning onto her ass, before her hips were made to involuntarily buck _hard _when a comparatively _huge _member began extruding directly into her asshole…

Blake let out a long, throaty moan despite retaining her bite on Ruby's neck as the huge plug in her ass began to do its work, and began purring besides when one of the creature's limbs stroked her clit on its way to wriggle into Ruby's ass. The Reaper's back tried to arch and she screamed as much in ecstasy as terror, but Blake held her down, bucking her hips faster and faster to fill her leader with pleasure fit to transmute her screams into moaning entreaties for _more, _at least until another tentacle slithered into the redhead's mouth and rendered the point moot. With every stroke Blake was picking up speed now, and the throbbing girth working in and out of her ass kept apace until she felt as though her legs were jelly and that she'd collapse if she slowed down. Her juices began to spray wildly from her womanhood again as she climaxed, and within a few more strokes, she was filling Ruby with hot, white seed as well, the thick torrent overflowing Ruby's pussy and spewing out around Blake's thick shaft.

As they both fell over onto their sides though, Blake was still hard, so _painfully hard. _She felt herself squirt around the shaft again as the huge member in her ass finished spewing cum up into her ass with such force that she could feel it work right up through her insides and fill her _stomach,, _but even the bloated feeling that came with the slight bulge in her abdomen couldn't tame the heat, so, shakily getting back onto her hands and knees, she rolled Ruby onto her back. For a moment, Blake watched with glassy, hungry eyes as the tentacles fucking Ruby's mouth and ass continued, unabated, even as the younger girl began to show the first signs of the pregnancy taking effect, but she couldn't sit idle for long. As the Ursula which had violated her ass detached from her at least, Blake straddled Ruby's chest, sliding her ribbed black shaft between the reaper's as yet petite, but gradually swelling breasts, and began undulating her hips. With each passing moment Blake spent on top of her, Ruby's stomach bulged more and more, and her breasts became steadily more engorged, beginning to dribble from the nipples as Blake squeezed and made her sixth or seventh stroke as she tit-fucked her leader. The younger girl's bulging abdomen lifted Blake higher as she continued to pleasure herself at Ruby's chest, until finally she was lifted so high that she gave up trying to use Ruby's tits and just resorted to her hands to rapidly stroke her shaft until the hot white spray spewed forth again, allover Ruby's face as the first of the little Grimmlings crawled out of her pussy.

Finally satisfied, Blake collapsed at Ruby's side, and when the tentacles finally withdrew from Ruby as the last of her brood issued forth from her womanhood, Ruby just drew in long, slow breaths, her tongue hanging limply out of her mouth. Last to depart was the Grimmling indwelling Blake's own womb, having finished with her. Feebly, Blake tried to cover her pussy with both hands as though to keep the thing inside, knowing she'd want it later, but it was no use. Still, she tried to squeeze her legs together in a peculiar reversal – trying to keep it _in _rather than deny entrance, but that didn't stop the first few tendrils from slithering out of her folds and jockeying her thighs apart so they could pull the creature's body out. Blake shuddered as her birth canal was crammed full one moment, and then vacant the next, her vagina left _streaming _with wetness, but empty.

"T-that's it huh?" She muttered feebly as the creature followed its larger brother away, back toward the vent, "Use and throw away?" She gasped, "J-just… make sure you come back and _use me _again soon…"

**Well, what do you all think of that? I thought it would be interesting to tinker with what the little Grimmlings could do inside their hosts **_**without **_**someone else to fuck for a bit, so there you have it. That said, I do also want to announce a slight tweak to the order I announced last chapter – instead of having Likos come up next, I'm bumping her back a chapter to do some nice Strawberry Sunrise action, so yay for more wincest, eh? For now though, I do hope that you've enjoyed this chapter, and look forward to the next one. **


	22. Ruby, Yang, & Glynda: Disorderly Conduct

For the longest time, all Ruby could do was lay there on Blake's bed, staring up at her sister's bunk above. After the… _the things _had come out of her, she'd felt sick and so sore that she could barely move, save the numb twitching of her thighs and the rising and falling of her chest with her every ragged breath. Blake – _her teammate – _had just _raped her, _and judging by the way not too long afterward that she'd started to _purr _and _lick Ruby clean _all over… she wasn't sorry. Ruby had only been able to watch, bleary-eyed, as Blake had sucked the milk from her nipples, and then her own, before clumsily dressing and heading off out of the dorm, leaving Ruby there, naked on the soggy sheets. It was only when the door began to open, admitting Yang that she stirred. Ashamed as she was to admit it, she'd enjoyed her experience with Blake, and she wanted more…

"Y-Yang…"

"_S-sis!_" Yang rushed over, kneeling at her naked sister's side, "What happened to you?"

"B-Blake…" Ruby whimpered, curling up on her side, facing Yang, "She…"

"Oh God, Sis…" Yang took Ruby's hands, seeing her swollen chest, "Are you okay…? I mean… you know she couldn't help it…"

"I… I know but… I said no… and she raped me anyway…"

"Sis…" Yang pulled her despoiled little sister close, "You'll make it through this…"

Ruby buried her face in Yang's chest, slightly displacing the brawler's tube-top, "You know what scares me most though?"

"Hmm…?" Yang asked, patting Ruby's head comfortingly.

"It felt _good…_"

"Sis…"

Ruby buried her face in Yang's chest again, "It was so sudden with Blake but… now I just feel so hot…" She took her very surprised sisters hand and brought it to feel the wetness between her legs, "Can… can you help me Yang…?"

Yang's mouth went dry as she felt Ruby's arousal and looked into her sister's pleading eyes, then past them, down over her flushed, naked body. Had Ruby _always _been this sexy…? Sure, her boobs were bigger now, but that wasn't all that appealed… Her smooth skin, flat stomach, her lean, petite legs… Yang swallowed, and in answer to Ruby's question, she shakily leaned in to give her sister a kiss.

_I shouldn't be doing this… _Yang thought as she slipped her tongue past her little sister's lips and Ruby began to pull off Yang' shirt, _It's so wrong… _But she didn't stop Ruby from unbuttoning her shorts, _She's just been through a lot though… is it really so bad to let her have this…? _

Yang's mind was made up for her as Ruby lifted her shirt all the way off and licked her nipple, before closing her lips around it. From that moment onward, Yang was driven by lust to oblige her sister, slipping two fingers inside her readily moistened folds, eliciting a whimper of pleasure from Ruby where she suckled at Yang's breast.

"Pleas Yang… _more…_" Ruby begged softly after swallowing her sister's milk, "_faster…" _Burying her face in Ruby's dark, glossy hair Yang obliged, pumping faster as her fingers were drenched in her little sister's arousal, feeling herself get hotter and hotter as Ruby's lips closed around her nipple again, making her wet too. .

As Ruby began to work her hips around Yang's hand though, the sister's failed to notice the tendrils beginning to creep from the vents, or the huge, throbbing black girth slithering towards them from the closet. It was only when Ruby felt the wet slithering past her knee that she looked down, just in time for Yang's sensually closed eyes to shoot open and she grunted in pained surprise. Looking down in panic to see the huge black head of the tentacle pressing into her sister's entrance, stretching her, forcing its way inside, Ruby's first instinct was to be horrified. Yang threw her body back and caught herself on her hands as smaller tendrils wrapped about her ankles and pulled her legs apart. As the bulbous head disappeared into Yang's folds though, Ruby found herself drooling, and it only got worse when Yang, having forgotten her sister entirely, began wailing in pain and ecstasy. When _six more inches _of the member abruptly plunged inside, Yang's arms gave out and she collapsed onto the bed. Ruby straddled her, heedless of any consideration now save her own lust, and began to grind herself against Yang's clit as best she could, grasping one huge, bountiful breast in each hand, drenching herself in the spray from Yang's nipples. Yang, for her part, _screamed – _it was _too big – _the creature had grown since it had first been set free, and its girth _wrenched _her walls asunder, the huge, throbbing mass forced it's way _all the way in _to her cervix, and then began it's slow, methodical thrusting. She wailed, the ability to distinguish pain from pleasure bleeding away, and her voice cracked until Ruby's lips met hers in a lustfully open-mouthed kiss, and Ruby _devoured _her sister's moans.

As the pulsating Grimm shaft _plowed _Yang's vagina and Ruby humped her sister to her own satisfaction, wishing she could have something inside, the Grimm's many smaller tentacles fell on them all at once. Yang's wrists were bound to her back and half a dozen other tendrils wrapped around both sisters and bound their bodies together, flattening Ruby's stomach and breasts to Yang's and entwining their legs as they were lifted from the bed. Ruby was powerless to struggle, her arms tied around Yang and their legs woven together, she couldn't even move to pleasure herself, and was at the mercy of the tentacles for her satisfaction, undulating her body up against her sister until-

"AAAH-_AHHH!_" Ruby shouted in mind-numbing shock as a tentacle the size of her _fist slammed _into her dripping tightness. Every muscle in her body seized up – she tried to struggle – but she couldn't fight it as it suddenly _sheathed itself _in her womanhood as far as it could go and began writhing. Her eyes bulged as the ribbed member worked inside her in alternating time to the member _destroying _Yang's pussy, and Ruby's womanhood was constantly dribbling wetness as the bulbous head prodding her cervix began to distort it's shape, forming a fleshy point before it _pushed _again, and Ruby _screamed _as agony shot through her, her cervix being _forced _open for the violating member to drive its way even deeper inside until nearly _eighteen inches _of it were inside her, its head in her womb.

Ruby's upper torso lolled backward as the _hammering began, _her arms falling limp, and she utterly forgot Yang, even as her sister was still pressed up against her, being _fucked _by and even _bigger _tentacle, if not quite so deeply. It started slowly at first, as it almost always did, slithering deeper, _deeper _inside until it pressed against the walls of her uterus, then it _kept on pushing. _Ruby's mouth gaped in mindless abandon as the bulge formed in her abdomen – not because her womb was filled, but because the tentacle kept pushing deeper, creating a visible bulge in her stomach which stretched and withdrew as the ribbed column of sexual violation plowed in and out of her vagina, never less than a _foot _of its length inside her. As drool dribbled down an incoherent Ruby's cheek, her whole body coursing with the violation, another tentacle wrapped around her right leg and lifted it, granting easier access to the young Huntress's ass, which another tentacle did not fail to avail itself of.

For her part, Yang couldn't even _feel _her legs anymore, not that she'd lost the strength to scream. It was _bigger _than the first time it had taken her and her insides were stretched to the breaking point as it _slammed _up against her cervix _again and again. _Her toned, full legs dangled and swayed as though they belonged to a ragdoll. Smaller tentacles wriggled their way into her bound hands, sliding back and forth in her unwilling grip, hastening in speed as the fucking in her womanhood grew so intense that her vision was reduced to swirling, incomprehensible colors. That was it – when the last remnant of _thought, _let alone _resistance –_ was expunged from the brawler's mind, a series of bulges came down the huge shaft, pumping toward her despoiled virtue. Yang could only hazily _watch _as Ruby was pumped full, her belly visibly swelling just in time for the _first _load to reach her own pussy, stretching too far, and she screamed, the welfare of her baby sis utterly forgotten.

The first gushing discharge filled Yang _entirely. _The _second _stretched her womb as the hot white sludge was pumped into her again. By the _third, _all she could feel was the stretching of her abdomen, and by the fourth… Yang's scream had long since fallen silent as the tentacles abruptly pulled out of both sisters at once, dropping them to the floor in a heap and showering them in the last remnants of the cum which they had delivered inside. Cum gushed back out of the sisters swollen bodies with torrential force, and each was showered in the ejaculate spewing from the other until at last their abdomens had returned – momentarily – to normal size, leaving just a slow trickle from either girl's womanhood.

It was at precisely this moment that the lock on Team RWBY's dorm room door was overridden by a faculty master key-card and Glynda Goodwitch burst into the room, responding to reports of the screams. What she found – how she was too late- brought the experienced Huntress to her knees as the door swung shut, "No…"

She was afforded little time to lament her belated intervention though, as a tentacle swiftly reached out from the side and plucked her wand from her hand, and others swiftly wrapped around her either wrist. Dejected, she hadn't the strength to resist as the tendrils pulled her boots from her feet and wormed up her skirt to strip off her pantyhose. They slithered up her blouse, and the professor hung her head in the shame of failure. They tore it open, putting her curvaceous bust on display for her barely-conscious students, and she trembled in anger at herself for failing her students again, but was impotent before the beast as her skirt and panties were wrenched from her. Fer the moment, she was allowed to keep her black lace brassier, as though an extra mockery of her modesty as the undergarment struggled to contain her sumptuous bosom, and even then, this smallest of transient mercies was only partial, as a tendril slicked forth over her breast and pulled the inadequate cup down from her left breast, leaving it free to jiggle and sway with her every motion. Still this wasn't enough for the creature, and it yanked her arms back, forcing her bac, to arch as her fingertips brushed the floor behind her and her legs spread wide in her kneeling position, ready for the creature to have its way with her.

Yet the Ursula would not grant its mightiest conquest the satisfaction of abandoning herself to ravaging pleasure – not yet at least. Instead, a tendril coiled around her exposed left breast, and another wound about her hip to stroke the good professor's clit. The stimulation began in both places at once; the end of one tentacle rapidly rubbing back and forth over her clitoris and the other _squeezed and constricted _her breast until milk began to spurt uncontrollably from the nipple. She moaned in shameful pleasure as the creature's ministrations intensified, causing her first to drip, and then for her juices to flow from her entrance in a steady stream, puddling on the floor of RWBY's dorm between the violated professor's knees.

Suddenly, the tentacles lurched, _slamming _Glynda's back onto the floor and spread her legs, before dragging her along the floor, only coming to a stop when her legs had been made to entwine with those of the young Miss Ruby Rose, her womanhood pressed firmly to her young student's. Her arms and legs still firmly bound, it was all that the professor could do to gaze in wide-eyed horror down the mostly naked length of her own body to that of her unconscious student, and see her abdomen swelling, knowing full well what that portended. Glynda Goodwitch shook her head in vain, silently pleading for it not to be true, but all the desperation and conviction in the world couldn't keep her mind from clouding as her legs were pulled this way and that, forcefully rubbing her folds against those of her young student and mingling their juices. Through it all, Ruby, in an unconscious stupor laying spread-eagle on her back, had continued to swell, and Yang, while still awake, had weakly slumped onto her side as the pregnancy stretched her belly again, even as the fire continued to smolder between her legs. She could only watch with vague, muddy regret as her teacher was forced to fuck her helplessly unconscious baby sister, whose stomach now resembled a sizable watermelon.

_God it hurts… _She thought as she felt her cervix contract in preparation for the little Grimmlings crawling inside her to wriggle out, _Ruby… _

Ruby was blissfully ignorant in her stupor of what was happening to her body, though the same could not be said of the horrified and broken Glynda Goodwitch as the first Grimmling crawled free of Ruby's womb only to burrow _directly _into the professor's shaven, _dripping wet _pussy. Glynda's face screwed up in an expression somewhere between ecstasy and revulsion as her walls were _stretched_ and a half-dozen little tendrils pried her cervix open before heaving the hateful little creature into her womb, just in time for its twin to disappear into her folds as well, leaving their young mother's stomach to collapse back to its normal size as a torrent of fluids evacuated her pussy. Glynda rolled over into the fetal position as the second creature joined the first in her uterus, and the two methodically began to extrude their members down her birth canal by turns, fucking her blind and causing her to climax again and again, powerless not to moan in pleasure as she was raped over and over from within her own body.

Unlike her sister, Yang had been saddled with a much larger brood, and as she lay there on the floor, eyes dulled, she tried to keep her mind clear enough to count her abominable little children. _One…. _She winced as the first little black tentacle squeezed its way free of her pussy. She remained on her side, her legs closed rather than spread, a completely passive participant in the birthing. _Two… _she thought as the second octopus-like body spilled free. _Three… _She let out an incoherent little moan as this slightly larger one had more of a fight of it to spread her legs wide enough, and consequently spent the better part of a minute squirming and writhing at her entrance, _And four… _she hazily added as another swiftly followed the third out. Finally, her whole body flushed and her heart hammering, Yang's eyes squeezed shut as the last one first extended its tentacles to grip about her folds and heave its body free, _and five…_

Weakly, Yang attempted to sit and watch as her brood all skittered away towards the vents, and then returned her weak gaze to the other occupants of the room. Goodwitch was a whimpering, sobbing mess, curled up by her feet, naked but for a disheveled black bra, which was more than the brawler could say for herself and her sister… Yang felt heavy, but as she turned her gaze to Ruby, she still felt hot, but Ruby was way too out of it… _I'll have to wake her up… _the Blonde brawler rationalized, crawling over and on top of her baby sis, _She'll understand, right…? _

Without a further thought to the morality of it, Yang languidly fitted her lips to Ruby's in sloppy kiss and began to caress the younger girl's engorged breast. Impatiently, she tried to grind herself against Ruby's thigh, but nothing came of it – nothing that was, until Goodwitch had stopped moaning…

Glynda's back arched as not one, but _both _of the Grimmlings inside her extruded their members at once, each thrusting nearly eight inches out of her vagina before curving up and going _painfully rigid. _Her blood began to _boil _with the desire – the _need _– to fuck, to seize, to _dominate, _and as she clambered back onto her knees her once emerald orbs fell upon two convenient victims, already wet and ready for plunder. She seized Xiao Long by the hips and moved her more directly on top of Miss Rose, then, reaching down, grabbed a handful of the fifteen-year-old's buttocks and lifted. The professor, intoxicated with lust, took one final moment to look over the violated bodies of her students, but hesitated no longer, bucking her hips and burying one throbbing black cock in each sister. Xiao Long clearly enjoyed it, as she pushed back against every thrust as though trying to work the cock as deep inside as possible – and _keep it there _each time her teacher pulled back, though Miss Rose simply took the shaft at first, limp while her pussy was pounded by her teacher and her lactating breasts were groped by her sister. This continued for several minutes, not that any involved were keeping track, and eventually Ruby's eyes fluttered open and, while initially shocked, it didn't take long for lust to overpower her judgment and for her to begin working her hips as well, extracting as much pleasure from the experience as was possible to her.

"I'm-!"  
"Close!"

Both sisters cried out in ecstasy at once as the fucking pushed them over the limit, and their teacher gave a husky groan as both her cocks came into the girls in unison, before all concerned collapsed to the floor. Glynda gasped, the red fading from her eyes and her muscles seized up as the small Grimms inside her dislodge themselves from her womb and wriggled out. There was some pain to it, but she was almost numb by then, and didn't even bat a wide, watery eye.

Yet even as the two sisters lay on top of each other in a naked heap, short of breath and thoroughly fucked beyond sense, the professor would not be allowed to rest likewise – she hadn't yet been made to bear the creature another brood. With what would have been startling speed if the professor had more presence of mind left to her, a tentacle shot between her bountiful breasts and _ripped _open her brassier, at last laying her totally bare, the tentacles binding her arms again and raising them over her head. Lifting her back onto her knees, the tendrils would not allow her to look away from her students, trickles of white still oozing from them. A huge iron weight of shame fell upon her at the sight, but the shame of failure was at once trumped by the shame of immodesty when she saw the thick, ribbed member rising to her face, and felt more brushing against her thigh and shapely ass from behind. She sealed her lips with a grimace of revulsion and clamped her sumptuous thighs together but the bulbous member before her prodded it's disgusting form against her lips, and the huge columnar member behind her forced its way between her thighs and began pumping back and forth against her entrance, and her body betrayed her as she became utterly drenched all over again. Still, she resisted, until the third member plunged deep inside her unprotected ass. All of her muscles went slack as though in shock, and her lips parted to emit and anguished cry, but all that resulted was her mouth getting filled with pulsating black and her pussy being stretched to the limit by the same. Time seemed to slow as the slithering manifestations of darkness violated her body for the second time; the fleshy tip of the one before her filled her mouth, and then slowly, _mockingly _pressed down her throat, the ring of muscle in her ass was slowly forced wide to admit the probing length in her rear, and mightiest of them all, the grotesque shaft that forced the lips of her womanhood _far wider _than nature intended seemed to relish the mere fact of its pulsating existence in her entrance, treating every _millimeter _of her birth canal that it wrenched inhumanly wide like a _special pleasure _to be extended as long as possible. Letting out muffled screams as all three tentacles pressed deeper and deeper into her Glynda weakly tried to struggle, shaking her torso, but all that resulted was her full, engorged breasts slapping together, which was quickly rectified as two more tentacles snaked in to coil about each mound and _squeeze. _Lactation sprayed from her heaving bosoms, showering the sisters as they lay on the floor whimpering, rapidly becoming pregnant for the second time in less than ten minutes. Glynda, meanwhile, had given up; when the ribbed column of pulsating ecstasy had reached her cervix and begun the slow cycle of thrusting, preparing to fill her with its seed, she had checked out, and now all that was left of her consciousness was the massive sensation of pleasure, _enhanced _by the pain of being stretched so savagely. _Thud… thud… thud… _Mouth, left breast, ass, right breast, pussy _both tits… _She orgasmed again and again as what seemed to be an eternity wore on, dimly watching as the sisters held each other and shared a sloppy kiss, but her students lost her attention when the first bulge was pumped into her ass, the next into her mouth, and a third, _huge _swell entered her vagina. The monster's vile seed filled her insides from every entrance, and her abdomen already started to bulge with the second round of payloads. By the third, she looked as though she was ready to give birth, yet it was all raw cum sloshing around her stomach and womb, and it wouldn't be until round _four, _when she was so bloated that she seemed to be carrying a beach ball to term, that the fucking finally stopped, and the plowing tentacles slowly withdrew with a series of wet sucking noises. Now massively front-heavy, the professor collapsed onto her hands, knees, and colossally swollen stomach, at once wretching huge globs of cum even as it _fountained _from her ass and pussy, covering much of the floor and probably oozing out into the hall under the door. As she collapsed onto her stomach, the pressure forced another substantial spurt out of her before her whole body simply went limp, but she didn't get back down to her normal size – the pregnancy had already begun, and the swelling of her stomach involuntarily lifted her hindquarters again, whereupon her ass was promptly invaded by a smaller tendril, which pumped in and out of her well-lubricated ass with abandon as Glynda Goodwitch faded from consciousness to join her pupils.

**Hello all, apologies for the delay, but this one ran… longer than I was anticipating – in fact, it was originally just going to be a Yang/Ruby chapter, but I decided that maybe someone **_**might **_**register a noise complaint, which gave me an excellent excuse to have Goodwitch get tentacle-raped again, so I do hope you'll pardon the deviation from the planned list. That said, I'll be returning to the list for Kiko Gorgon's OC Likos Haima again next time, followed by Gender-bent CRDL getting gang-raped by all the Faunus ladies (with futa, of course) plus tentacles, and a Freezerburn chapter. As for after that though, I'd like to solicit your opinions again; I'm pretty much at a three way toss-up between a Monochrome chapter, a chapter from the Monster's POV (big or little), and a chapter where one of the girls (as yet undecided) gets mobbed by all the little ones we've got running around, so if you'd be so kind as to inform me of your preference along with your thoughts on this chapter, I would be appreciative. **


	23. Likos Haima: Sleeping In

Likos lay in bed refusing to get up – or even out from under her blankets. It was well past ten, but she didn't care. All she wanted to do was hide under the covers with her shame and her guilt that she couldn't get away from because she had _enjoyed it… _Just _thinking _about how the wriggling black… _things _had been inside of her made Likos hot all over, and she wanted it to _stop. _What would Weiss think if she not only wasn't a _virgin _anymore, but that she was lusting after _fucking tentacles? _She had to get that out of her head, to make it stop… Maybe the Schnee Heiress might not expect her to be a virgin anyway… All this was little more than optimistic delusion though, as the wolf Faunus continued to bury her face in her pillow and squeeze her thighs together, telling herself over and over that it had just been a nightmare, never reaching down past her clit to relieve herself, lest she discover that it had all really happened.

The writhing black intruder slipping under her comforter at the foot of her bed however, cared little for Likos' denial or feelings….

Likos' wolf ears perked and the hairs on the back of her neck stood on end as she felt it. It was just at the tip at first, brushing the long, silky fur at the end of her tail, but swiftly more followed, coiling around the length of her tail and spiraling up towards her hindquarters. Likos squeezed her eyes shut as though refusing to see could banish reality, and she let out a little squeak as the slimy black corkscrew wound around the sensitive base of her tail and kept right ton going under the waistband of her shorts and into her ass. She bit her lip and swore as the tight little helix plunged deep inside her, the whole length of the tendril slithering over her sensitive tail with each inch of penetration, turning her body temperature up until she felt like she was on _fire. _It didn't simply _thrust _inside and pull out, no, this time it literally _screwed _her ass so hard that her efforts to bite her lip and keep from moaning brought a tear to her eye.

By the third drive _in, _Likos abandoned all pretense of modesty and shame. She let out a long, sensual moan and let a hand reach down for her womanhood. Her feet and toes twitched uncontrollably as the member worked her ass.

Her eyes shot open though as she felt another tentacle winding around her tail, and still another and another wrapping around each ankle and shooting up her legs, and her senses returned to her in that instant, "N-no…" she pled, feeling the heat rise within her already as she attempted to cover her pussy with her hands, "N-not again…" But it was no use, and her hands were forced aside by the slithering black tendrils as they greedily jostled each other in order to be first to savage her womanhood, stretching her walls as they all plunged in at once, "F-_FUCK!_"

She doubled over, clutching her pillow to her chest, her face screwing up in disgust with herself as she only feebly tried to close her legs to the violation, "Fuck… fuck… _shit!_"

She didn't want this. It was going to fuck her right into heat again… What would Weiss think if it was _so easy _to reduce her to a _begging whore? But it felt so good…_ She rolled onto her stomach again, involuntarily drawing her knees up and lifting her haunches off the bed. Technically speaking, she was still fully dressed; the tentacles violating her had gained access up the legs and over the waistband of her shorts, and now wriggled around within such that there was no need to tear the garment off. Similarly, Likos not-so-silently cursed and gloried in the fact that she never wore a bra to bed as two more tentacles slithered up her shirt to grope and fondle her engorged breasts.

"Fuck! _No! N-no! THERE! YES-AAAAAGH!_" Her mingled exhortations and pleas for mercy all paled before her screams of sudden agony as the three tendrils in her vagina began to _force _their way past her cervix, and no amount of her walls clamping down could totally expunge the pain, "It' _HURTS!_"

Yet her sobbing cries fell on deaf ears as she was heaved onto her knees by the tendrils at her torso, grasping at her breasts, and her night shirt was abruptly _torn open _down the front. Her nipples were erect atop her swollen breasts, already dripping milk as her mammaries were constricted by the tendrils. From some dim corner of her mind that still had a modicum of shame, Likos reached up with her hands to cover her bare breasts, but she didn't get further than cupping herself. All her muscles slackened as though thunderstruck, and she let out a gasping moan as, all at once, the three tendrils inside her pussy succeeded in pushing past her cervix and _rammed _into the walls of her uterus, causing a dramatic three-pronged protrusion to stretch against her ordinarily flat stomach, undulating grotesquely, even as her juices gushed out of her in incongruous orgasm. Yet still the tendril in her ass screwed in and out, the three in her pussy thrust and withdrew, causing her stomach to bulge and flatten again wildly, and as her arms now hung helplessly limp at her sides, her tits were squeezed for all they were worth.

Had she any powers of speech left to her, Likos might have begged for more and still _more intense, more demeaning _violation, but all that was left to her now was to whimper in ecstasy as she came again, soaking her sheets. _Tits, ass, pussy… tits, ass, pussy… _Likos' tongue hung from her mouth saliva dribbling down her chin, _If only every day could be like this… _

As the fucking continued with vigorous steadiness, Likos' shorts slipped down from her waist to around her knees, exposing her bare buttocks and despoiled entrances; she hadn't been in heat when she'd gone to bed, so she hadn't bothered with panties, though that was probably for the best.

Something _huge _slithered wetly over her heels and under her ass, forced its way between her thighs from behind and emerged in front of her. It was like she was riding a massive snake, and as it curved upward to slither up her torso, its entire length passed over her clit, making her cum a third and _fourth _time by the time it reached the underside of her breasts. Glancing languidly down to see what this latest pleasurable newcomer was, Likos' head was knocked up by the chin and lolled back obligingly as the huge ribbed shaft thrust up between her tits with sudden force. The smaller tentacles at her chest suddenly bound her breasts more tightly as the huge column of black began violently thrusting up between her thighs, over her clit, twixt her breasts faster and faster, her own milk and arousal lubricating it's ministrations upon her now-obliging body. She felt herself cum again as the pulsating mass continued its work and the smaller tendrils never ceased inside her. She'd never been tit-fucked, but she was –pretty sure it wasn't supposed to be this violent, yet as the force of the experience caused her to bounce on the mattress, she couldn't find herself caring, and when she felt the bulge squeeze between her thighs, she looked down again in an open-mouthed stupor just in time for the gushing flow of the Ursula's hot white seed to spew into her face. For a moment, she was blinded and her mouth was instantly filled with the sludge, the rest covering her face and hair, or else spurting past to rain back down on her body. By the time she swallowed, the huge shaft had thrust up to her face again, and as she opened her mouth to gasp for air, it plugged her lips with its own fleshy nozzle and the second load in its entirety was pumped directly into her mouth. Likos swallowed a second, _third _time, again and _again, _losing count as the huge weight of Grimm-cum settled into her stomach and the huge member finally pulled away, spraying her down with the last of its seed as it went.

Likos collapsed face-first into a soggy puddle of cum on her bed. She'd been milked dry – back down to a low C-cup – but the fucking in her ass and pussy continued unabated. Her face was glassy-eyed, not at all _there, _but there was a somewhat unstable wide-mouthed smile on her lips as cum dribbled out of her mouth, to join the rest in the puddle, but Likos didn't mind… _As long as it keeps feeling so good… _

**Well now, how was that? Once again, thanks to Kiko Gorgon for letting me use her OC and helping to brainstorm! At any rate, the post-Freezerburn chapter pseudo-poll stands thus: 1 vote Monochrome, 2 votes Monster PoV, and 2 votes each for Yang, Weiss, and Blake to get mobbed by the Grimmlings; if you haven't given your two cents yet, don't hesitate – I'm going to decide which to do first based on the results a day or two after the Freezerburn chapter, so there's still time, and even if you already have let me know what you want, I'm always open to requests and suggestions. **


	24. Weiss & Ruby: A Practical Solution

Hell. That was the only word Ruby had to describe the way her world had become. A pleasurable hell, but a hell nonetheless.

She fell back against the sheets, legs straddling her waist as soft pink lips crashed against her chapped balm.

No tentacles this time, both a disappointment and a relief.

A tongue twisted its way across her gums and she returned it in kind, struggling with the intrusive muscle with a recently refined skill.

The lips pulled back, the full pale face of Weiss Schnee coming into view. The heiress smiled down at Ruby, cerulean seas dancing with mirth.

"Well someone's gotten good at kissing…" Weiss teased.

Ruby gave a weak smile in return, "Yeah, been having lots of practice recently…"

Weiss watched her partner's face, eyes trailing over the almost imperceptible frown. The girl rolled off her friend, snuggling up to Ruby's side and wrapping her arm around her leader, naked bodies pressed close.

"Okay Ruby, spill; what's wrong?"

Ruby sighed and glanced over at the sleeping pair in the other bunk. Yang and Blake, much like Ruby and Weiss, had forgone modesty in the last few days and taken to sleeping in the nude, something that shouldn't come as a surprise with all of the grimmlings running around. A girl could only have her pajamas shredded so many times before she didn't wear them anymore. Hell, it had practically been an orgy in the room before they divided off into pairs for the night.

She rolled to face Weiss, resting her forehead against the heiress', eliciting a small blush from the girl. Ruby managed a small grin; they'd had so much sex recently that it was still surprising something as simple as literally butting heads could make her friend flustered.

"I'm still scared, about all of this… what happens when this is all over? What will we think of each other? Is this us that's doing this, or is this just the high we get from the grimm?" the leader said, her voice uneven.

Weiss ran an absent finger through the girl's hair.

"You're worried that we won't be able to look at each other, aren't you?" Weiss asked.

Ruby shrugged and glanced down, only to look back up for risk of falling into the lull of arousal again at the sight of her unclothed partner.

"I just… I had sex with Yang, with _Yang_, Weiss… My sister…" Ruby rested her head in the crook of Weiss' neck. "And then we had our teacher fuck us silly… There's so much wrong with all of this, and the fact that I enjoy it is… I just don't know what to think."

Weiss chuckled at that.

"You're right, it _is_ strange. We shouldn't lie about that to anyone, especially ourselves. I mean, here you are lying naked with your best friend; don't you think _that's_ a little strange?" the fencer prodded.

A javelin ran through Ruby's chest at the word friend, and she reflexively snapped her head to the pillow, blushing.

"Yeah…" Ruby nervously giggled into the pillow, "About that…"

Weiss cocked her head to the side in curiosity, fingers still languidly playing with the leader's red locks.

"Ruby…" she sighed, concerned.

"WeissIlikeyou…" Ruby muttered quickly, her voice muffled by the pillow.

The heiress sat there, eyes twingged with confusion.

"What?" was her simple response.

Ruby removed her face from the fluff and turned to face the girl who had become her crush, face flushed and hot.

"Weiss… I like you. Like, like-you-like-you…"

Weiss shook her head, blinking.

"What?"

"I… after…" Ruby tried to articulate, the hand not pinned under their combined bodies waving in the wind. "When this all started I started to see my friends differently, okay… I mean, I realized how much I care for you guys; you, Yang, Blake… _Like, really_ care for you. Like, the love kinda caring…"

Weiss blushed, rolling apart from Ruby ever so slightly, her heart picking up in tempo.

"I… I'm flattered Ruby but I don't know if…"

"And then when we did things… and then when Blake and Yang and I all did things… I mean… Blake… I might have enjoyed it but… she raped me… and Yang's my sister, so… that kinda leaves you…" Ruby stumbled.

The thumping in Weiss' chest turned from flattery to fury in only a fraction of a second.

"Oh, so I'm the only one left, right? You love all three of us, it's just process of elimination, is that it?!" the heiress scolded, her voice rising an octave.

Ruby spared a glance over at Yang and Blake, finding the two still asleep but becoming restless. She placed a hand over Weiss' mouth and silence the girl.

"No… well… yes, but no… Weiss…" Ruby fumbled. She took a breath to collect her thoughts and gently eased her hand off Weiss' mouth. The perturbed heiress watched her with increasing expectation. "Even before all of this, you were the one person I always tried to impress… I wanted your approval, and when I got it, even if it was small, I felt like I was going to fly through the roof. And when all of this happened… Do you realize you were my first kiss, Weiss?"

Weiss stiffened and blinked, dully shaking her head. Ruby nodded.

"You were… and when I think back on it, you keep me on track, you keep pushing me to be better… and I like that, even if you're shrill about it sometimes… I love you for… I-I mean, I-I l-like you because you balance me out… and I like to think I help you balance out too…"

The heiress watched as Ruby tried (miserably) to articulate her emotions. It was raw, and unrefined, unfitting of the girl raised to live with perfection, but somehow perfect for the girl raised to follow her heart; perfect for Ruby.

And that's where she realized that Ruby was perfect for her.

Ruby opened her mouth to continue only to be cut off with a kiss. Pulling back, Weiss smiled. She leaned close to the reaper's ears and whispered, "I love you for balancing me out too."

The leader became the color of her namesake, and if she had been wearing her cloak she would have blended right in.

"So…" the scythe wielder mumbled, "does this mean we're… 'together-together'?"

Weiss shook her head, "Of course you dolt." The fencer looked up to see Yang roll over on top of Blake, natural assets covered in a thick layer of sweat and discharge, on display for all the world to see. "Though, given the circumstances, we may have to wait a little before we become… _exclusive_… at least sexually…" Weiss amended, pulling Ruby tighter to her. "The tentacles are making this a lot of fun, believe it or not."

"I… agree about the whole sexual thing…" Ruby said awkwardly. In reality, sharing didn't appeal to her, but she couldn't deny that sleeping around right now was rather fun. "But… the tentacles are just... horrific…"

Weiss looked up and stared into her girlfriend's face, concern knit to her brow. Fear of something she enjoyed would not do in someone she cared so deeply for. And rather quickly, she formed a plan.

"Ruby, grab your robe, I'm taking you somewhere," Weiss said, rolling over Ruby and grabbing the girl by the hand.

Ruby stumbled to her feet, quiet as to not wake her sister and bedmate.

"What, where are we going?"

"You're scared of the tentacles, right?" Weiss asked, throwing on her fluffy white robe. She passed a thinner, red cloth robe that was hanging on the door to Ruby. The girl draped herself in the cloth, though her actions became far more hesitant as Weiss spoke.

"Weiss… where are we going?"

Weiss leaned over and kissed Ruby, grabbing the girl by the hand and leading them both out the door, "Trust me, okay? I want to show you that you don't need to be afraid of them."

Ruby bit her lip before letting herself be led along.

"The fountain?"

Ruby shuddered in the wind, her naked body, covered in sweat and sex, exposed beneath her robe. Her feet were cold against the stone and she felt positively uneasy being without clothes outside.

Weiss took a seat on the fountain's edge, her eyes trailing up to the statue. A glimpse of Weiss' supple thigh peeked out from under the fluffy white robe, a hint of her core tantalizing Ruby's sight. The heiress skimmed the water, fingertips sending ripples along the surface.

"This is where I found out that the Ursulas aren't always so rough… they can be gentle when you want them to be…" Weiss explained. She stood and in a rather brash act she dropped her robe to the concrete, exposing her swollen breast and heated pussy to the world. Ruby swallowed hard at the sight.

The fencer trailed her way over to Ruby and pecked her on the lips, sliding off the red robe as she went. Once more, Ruby shuddered, though the warmth radiating off Weiss as she pressed herself close helped to still that sensation. The leader returned the kiss, hesitant as Weiss led her to the fountain's edge. A single, long pale leg slipped into the crystalline water, manicured toes tapping down on the tiled bottom. Ruby followed her girlfriend, the two ending up standing in the fountain, both completely exposed.

All at once Ruby found this frightening and exhilarating.

"S-so… If we're supposed to meet these… _nice_ Ursulas here… where are they?" Ruby asked, her voice shaking in the cold.

Weiss nodded to the fountain's drain, where a few black tentacles were idly floating.

"I think they come here during the night when they're not out hunting," Weiss whispered with a smile. "Come on, I'll show you what they're like," the heiress grinned, pulling Ruby closer. She let Ruby come to a stop a few feet back while she herself continued closer to the dark shapes.

Weiss kneeled into the water, sinking up to her waist and allowing Ruby a fine angle to admire the perfect Schnee rear she'd become so fond of in the last few days. The girl's pale fingers reached out and gently prodded one of the tentacles, giving it a light scritch towards the surface. The tentacles sprung to life at Weiss' touch, wriggling with excitement and quickly pulling themselves out of the drain. Two black bobbules with single red slit eyes hopped out of the hole, crawling up Weiss' length like monkeys. She giggled as they swung off her, playing fondly with her crotch and with her breasts.

"Okay, you two, that's enough, I brought a friend," Weiss explained, motioning over to Ruby. The two orbs looked to each other before one detached from Weiss and ambled into the water. Like a snake it cut through the fountain, tentacles flowing behind it as an octopus. It swam a few circles around Ruby before nudging her ankles.

Ruby gave a nervous look to Weiss, who was cradling her own grimmling like a child. She gave a supportive nudge towards Ruby, bobbing her head in a way telling her it was okay to do what it wanted.

She sucked in a breath and bent down, fingers wrapping around the creature's sphere. With a lift she had it at eye height, tentacles flailing slowly behind hit.

Weiss smiled and looked to her own little one. It balanced a few tentacles on her shoulders so she wouldn't have to hold it anymore, allowing her to watch it and caress a few of its tentacles with her free hand. Her smile fell lopsided for a moment.

"You know, if we ever get rid of these things, we'll probably miss them when they're gone. I was doing a little research on them and the residue that coats their tentacles is one of the most powerful aphrodisiacs in the world. Makes sense since that's how they feed on aura…" Weiss explained, caressing one of the tentacles lightly. Hesitantly, she pushed it up to her lips and let it slide past them, her tongue washing across the thin length. A pool of liquid, obviously not her spit, came up with the scrape and she greedily downed it.

Almost immediately Weiss smiled and shuddered, her face becoming redder by the second.

Ruby turned to her tentacle, which was lazily tracing the contours of her body with a few of its appendages. Ruby swallowed her pride and brought a tentacle to her mouth. The Ursula looked at her, expectant. She gave it a weak smile before sticking out her tongue and lapping at the limb.

It was salty and thick, the residue, almost the consistency of the cum she'd been force fed. But it smelled heavenly and she couldn't deny how warm her core was becoming.

"I-I think you're right…" Ruby said, her breath hitching at the sudden impact of arousal. "I mean, they have to go sometime… but… maybe you're also right that we should enjoy them while they're here…"

Weiss grinned and sashayed through the water towards her, grimmling clinging to her back. She pulled Ruby into a kiss, "I'm glad you're beginning to see things my way…"

Ruby smiled wickedly and wrapped her arms around the heiress, trapping her and pulling her into an even deeper kiss. Tongues battling ever so briefly, the taste of aphrodisiac flowing between them, they two managed to pull back, leaving Weiss completely flustered.

"I think I'd much rather see some other things right now…" Ruby drooled smoothly.

Weiss nodded dumbly, looking to the tentacles surrounding them. As though sensing the change in mood, the Ursula both scuttled down into the fountain's water and wrapped a tentacle a piece around each girl's limbs and one around each of their bodies. The girls were lifted to float in the water and their legs were spread, leaving them head-to-head, facing down with their heads lifted out of the pool. A series of tentacles arose from the Ursulas, tickling at their maidenhoods, leaving the two to coo with delight and surprise.

They each gave a sharp gasp as three tentacles a piece drove into their entrances, squirming around inside their love canals and bouncing against their babymakers. Another sound may have escaped had it not been for two more tentacles sliding against their lips and diving into their throats, delivering another coating of what was becoming one of Ruby's favorite tastes. Her hips bucked with each new thrust and she managed to push out another squeal for when another pair of tentacles worked their way into her ass, her cheeks clenching around the invading appendage.

The tentacles in her mouth dropped out, allowing Ruby's eyes to roll back with pleasure and a modicum of drool to sag from her agape maw. The two tentacles flew to her chest, pressing against her swollen bust and wrapping around each nipple to force out a steady flow of milk into the water below.

Weiss, meanwhile, had been lowered closer to the water edge and flipped face up to stare into Ruby's chest. The droplets of milk began to rain down on her as the tentacles from her mouth retracted. She greedily lapped up her lover's milk and grunted as she humped against the tentacles in her canal.

Then something changed. She felt the tentacles retreat and another, larger source bounce into her entrance, something the size of a grapefruit. A pleasurable haze overtook her as the Ursula buried itself into her core, lowering her into the water and propped up a slick, erect dick up against her clit, their two skins fusing together in ecstasy.

She rolled in the water, enjoying the new feeling of cold rolling off her member, before looking up at Ruby, the two sharing a sinister look.

Weiss looked down to the grimmiling working on Ruby at that moment, the small little orb looking between its prey and Weiss' knowing smirk. It seemed to nod before dragging Ruby over to the edge of the fountain, resting her hands on the lip while spreading her legs out in the water. Its tentacles retracted from Ruby's vag, causing the girl to shudder.

"Weiss, hurry, I _need_ this!" Ruby groaned, missing the fulfilling feeling in her stomach.

Weiss did as she was asked, positioning herself behind ruby and lining up the new member with her girlfriend's tight pussy. She slid the penis in, its tip coming to rest at Ruby's center only after having completely stretched her to the max. Ruby groaned again and her hips bucked into Weiss, causing the heiress to moan as well.

Tentacles in her ass, penis in her pussy and tits being milked, Ruby blushed and spoke back to Weiss, "Ride me like a dog…"

With gusto the fencer did as told, wielding her new sword as skillfully as she did her rapier. In and out, in and out, she pounded her length against Ruby, making her leader groan in ways she'd never heard before which sent a ripple up her spine. Hot, wet smacks echoed around the courtyard, mixing in perfectly with their fevered calls of love and lust. Ruby's knees collapsed halfway through, leaving her to rely on the other Ursula to keep her steady. Her thighs bounced against the fountain ledge, no doubt leaving a bruise for the next morning, but having her girlfriend fuck her silly just felt _too damn good_.

"Weiss… Weiss… More…" Ruby called, almost yelling. The rhythm picked up and she could feel the rush of orgasm approach. A thrust here from Weiss, a tickle there from the tentacles in her ass, and Ruby found herself releasing her hot love juices onto their thighs, the water below them becoming a foggy mist. Moments following she felt the familiar heat of the tentacles spread through her insides and begin leaking out her pussy around the cock.

A heavy pressure fell on her back as Weiss collapsed on top of her. Ruby felt a smattering of fluttering kisses along her neck. She was about to turn around and return them when she spotted a visitor that hadn't been invited to the party. Hiding at the edge of the courtyard was a brown haired girl with bunny ears, watching in horror at the sight before her.

Before any of them knew what happened, the grimmling supporting Ruby released its hold and hopped out of the fountain, speeding off towards the faunus.

Velvet, for her part, turned and ran out of sight, the Ursula hot on her tail.

Ruby and Weiss watched it go, the awkward bouncing motion of the grimmling rounding the corner almost comical in effect.

So the two laughed, and laughed hard, realizing the ridiculous nature of their predicament.

The grimmling inside Weiss took this time to pop out of her, using her distracted laughs to ease the pain of squeezing out of such a tight space. Without much fuss, Weiss popped it out, where it then scurried back to its hidy-hole in the fountain. The pair sunk down into the water, their soils floating into the liquid around them, their hands interlinked.

A few brief kisses were shared between fits of giggles.

"We'll have to find Velvet tomorrow and teach her a lesson," Weiss chuckled. Ruby nuzzled into her neck and nibbled the skin, leaving a mark of ownership.

"I agree… Peeping Janes need to either stop or learn to join in…" Ruby smiled. She paused a moment and kissed the spot she bit. "Thanks for showing me it's not so scary…"

Weiss returned the favor by kissing Ruby's head, "Thanks for trusting me… that's only one of the reasons I love you…"

The two smiled at each other before Ruby felt a bubbling in her stomach.

The babies were growing.

"Aw… Weiss… I've gone through this before… I don't… I don't like it…" Ruby moaned, teary-eyed.

Weiss eased Ruby deeper into the water and helped spread her legs wider as her chest swelled even more and her stomach rose.

"Shh… easy Ruby. Don't resist it, okay. It's… oddly pleasurable when you just relax and let it happen…" Weiss explained, massaging Ruby's expanding lovehandles.

"Just… just relax?" Ruby asked back. Weiss nodded and Ruby took a breath, doing her best to resist her body's urge to clench.

The bubbling in her stomach had moments of pain, but not as many as when she'd given birth before. This time it felt more like warm, wet sand sloshing in and out, and that was oddly calming the more she focused on it.

She felt a hand dive for her clit and was surprised to find Weiss rubbing her as her stomach widened.

"W-weiss?"

"I-I heard that you can orgasm while giving birth… so I thought this might make it easier on you…" the heiress explained, suddenly more nervous. Ruby nodded and allowed the ministrations, her legs bucking with the fingers pressing on her clit.

She felt the orbs come to shape in her womb and begin to crawl their way out. The first of the Ursulas plopped out of her vagina, slinking into the water to go join its father. The second came without issue as well, Ruby actually managing a pleased moan as it fell out of her center. The third and final orb was met with an orgasm so heavenly, it left Ruby absolutely drooling.

Weiss was tempted to joke about most of the fountain being saliva right about now.

Ruby fell against her lover, exhausted from a long day combined with a number of orgies.

The two rested their a moment, alone now and soaked in fluids and water and sweat, soaking in the smells and sounds and feels of their post-sex comedown while wrapped in each other's arms.

Ruby nuzzled into her girlfriend's side, blushing, "Weiss… when this is all over… with the Ursulas I mean… I'd like to maybe… have your _real_ babies?"

Weiss swallowed at the thought and nodded, allowing herself a nod.

"I… well… If we can find some way to do it (I mean the Ursula can do it just fine, so maybe…), I think I'd like that…" Weiss mumbled, floating in tight to her girlfriend. "Now, how about we head back to the room, get cleaned up, and cuddle in bed until morning? You know how Blake's gotten, she'll need a… wakeup call, so to speak, and I'm thinking we should show Yang up with a tag-team…" the girl grinned.

Ruby smiled back and kissed Weiss, "I think I'd love that, Miss Schnee, I think I would love that immensely…"

Maybe this was hell, but as long as she knew that Weiss was in here with her, helping her along, Ruby thought hell might not be that bad.

**Well now, What'd you think of that? I apologize for yet another shake-up in my listed chapter order, but this one came as a surprise to me too, as it was also the work of the same anonymous contributor who gave us the White Rose in chapter 15 as well, and a figured 'why not?' Don't worry though, CRDL will get theirs this weekend. Finally, the post-Freezerburn vote currently stands as follows: 3 votes Monochrome, 2 votes big monster PoV, 1 vote little monster Pov, 3 votes for Yang to get mobbed, and 2 each for Weiss and Blake to get mobbed, Feel free to keep throwing in your opinions and suggestions. **


	25. CRDL: Karma

_The… The fuck… _

Feeling a little sick after helping Peach out with her after class crap was one thing. Waking up _with tits _had been another matter entirely. It wasn't just Cardin either, all his boys were suddenly… _chicks… _Not particularly hot ones either – well, except maybe Sky, but just _thinking _about that was wrong on _so many levels… _Wasn't terribly important right now either though, seeing as they were all pinned to their mattresses, getting fucked _stupid. _Even _that _was a secondary concern for Cardin at the moment though as Blake Belladonna's hard black _shaft _sheathed itself to the hilt in the reprobate's recently acquired pussy.

None of the members of Team CRDL had left their dorm since waking up tranny, but in a particularly curious bout of misfortune and karmic justice, that evening had been the first time anybody – let alone a _girl _had come to call on them. It had been precisely as Cardin had gone to the door to tell whoever it was to piss off in the most masculine voice she could still manage that all hell had broken loose. It started when Cardin, having cracked the door just so to tell whoever it was to go away heard a dull _thud _accompanied by a squelching noise and Thrush yelping like… well… a girl… When Cardin had turned, Dove and Sky had both been wrapped in oozing black tentacles and started screaming their heads off, and the door burst open behind her. Before Cardin could react, that wolf Faunus chick from the locker room had jumped her from behind, tore Cardin's boxers off, and slammed a _huge, throbbing _cock up into her ass.

The sheer shock of it had been enough to knock Cardin to her knees, eyes boggling as Likos Haima fucked him in the ass and Cardin could only watch as Russell's legs were nearly pulled into a _split _as _four _writhing black tendrils plowed him/her and Dove slumped up against the wall trying to squeeze her legs shut, yet still failing to deny the tentacle roughly pumping in an out of her. Sky, for her part, was being fucked in every available orifice by no less than _three _tentacles…

After that, things had been a blur. Cardin wasn't quite sure _when _Belladonna and Scarletina had shown up and invited themselves in, but she was sure that both of them somehow had cocks too… She was on her side, Haima was fucking her ass, Blake was in her vagina and lifting Cardin's leg, and Scarletina was awkwardly straddling her and thrusting her ribbed, black cock between Cardin's newly ample breasts. Karma had a terrible sense of humor…

Yet as she got plowed in both ends and Velvet groped her breasts, Cardin felt an unaccountable heat rising within her, seeming to intensify with every thrust, _The fuck is this… _Her face scrunched up as Velvet twisted her nipples and Blake and Likos both thrust extra hard, and Cardin let out a moan, cumming all over Blake's shaft, but none of the fucking stopped. Velvet, in a feat of strength one might never have suspected her to possess, grabbed Cardin by the _breasts _and heaved her onto her knees, causing Cardin to scream in pain, but once upright on her knees, the tit-fucking immediately resumed, Velvet standing in front of Carding as she rapidly bucked her hips.

Velvet's little shake-up had put Cardin on top of Blake, riding her like an incongruously large cowgirl, but Blake kept right on bucking nonetheless, the appealing sight of Velvet's rear doing no harm to her motivation, and Cardin yelped as Haima bent forward and bit down on her shoulder. A hot spray hit Cardin's face as Dove came from across the room, but before he/she could so much as curse, Velvet momentarily stepped away, Likos threw her _entire weight _into her next thrust, forcing Cardin's body down on top of Belladonna who jumped at the chance to grab clawing fistfuls of the barbarian's bosom. Velvet didn't stay absent long though, as she grabbed Cardin's skull, aimed her face to the side, and plunged her ribbed shaft into Cardin's mouth. Cardin choked, then grunted in pain as Belladonna _bit her _now too, on the neck this time and all three Faunus girls intensified the fucking as they neared climax.

_N-no! Fuck this! No! _ Cardin's eyes went wide as, from where his face was shoved under Velvet's skirt, she saw the bulge emerge from the lips of her pussy, _No way in hell-!_

But all the indignation in the world couldn't save Cardin now as the first gush of cum was pumped into her throat. Her legs twitched as Belladonna came up into her pussy, and then collapsed, defeated when Likos finished into her ass. As she fell unconscious, Cardin Winchester was dimly aware that three Faunus girls had decided to take turns in continuing to fuck her pussy, but she was past struggle at that point, and simply blacked out…

**Admittedly, this chapter's not really my best work – I just wanted to get over with giving CRDL a little Karmic payback – but now that it's done, on to Freezerburn! And for those of you interested in the Big Ursula's PoV, I'll be incorporating that into parts of the Freezerburn chapter unless you folks really don't want that. Bearing this in mind, for Post-Freezerburn, We're at 4 votes Monochrome, 1 vote Tiny Ursula PoV, 4 votes each for Yang and Blake to get mini-mobbed, and 3 votes for Weiss to get the same. You can still opine on this though, as well as a question that's been bugging me a while: Penny. Namely whether or not anyone minds me tweaking her so that she's a cyborg rather than a robot, so we can have our lovely marionette tentacle-raped more easily – the alternative is treating her like a persecom, which, if anyone's seen Chobits, is more like to be humorous than sexy… At any rate, do let me know what you think. Penny won't be for a while yet, but I do kind of need this sorted. **


	26. Weiss & Yang: Motherhood

_Violate. _

This was the creature's driving impulse, and since it had been released nearly a week prior, that was what it had done, and what it continued to do. Its latest victim screamed and moaned as its serpentine arms plunged up her skirt and inside her unwilling tightness. The tiny little human's legs squeezed together, trying to spare herself, but the Ursula would not be denied, and it thrust _another _tentacle inside her to punish her insolence. So easy… it had simply plucked this one from the corridor and dragged her into a men's bathroom to violate her for her aura, and she – as all the others had proven powerless to resist. The beast's formerly virginal victim screamed and clutched at her stomach as its tendrils plunged in and out of her womb, _drinking in _her aura even as her maiden's blood pooled between her legs. It finished with her quickly though, leaving her in a moaning heap on the tiles as it moved on, using its tentacles to heave it's hulking body up and back into hiding above the ceiling, replacing the ceiling tiles behind it to conceal its movements.

_More… _

The creature clambered its way among the pipes and ductwork of Beacon, squeezing and squirming its way through spaces that casual observation might lead one to believe were far too narrow, the creature was not mindless in its hunt. The girl it had left in the bathroom had been walking the halls alone, and the creature had learned that there were certain times in the day where large numbers of the humans concentrated in specific places, so it avoided those, and used these times to move about the campus with relative impunity. One of the best places – both to feed and sew its offspring – was the dormitory wing where all the students went into their rooms in manageable numbers, which was why it was headed there now…

"_Honestly Yang! I said no!"_

The Ursula halted, hearing the voice of perhaps its most obliging prey.

"_C'mon Princess… Please…?"_

Upon hearing the voice which it recognized as that belonging to one of its more voluptuous victims, its decision was made…

"I said no; now get your hands off me!" Weiss insisted, clasping the bra she'd borrowed from Blake, frowning because black really wasn't her color, and heedless of the fact that it wouldn't trouble her for long.

"But you're hot with bigger boobs…" Yang pouted, buttoning her uniform's white dress shirt. She'd opted to dress in more or less the opposite order of the Schnee Heiress, as she had as yet neglected to put on her skirt, while Weiss had done so but remained in but a bra otherwise.

"We're going to be late to class Yang!"

"_Fine…_" Yang grumbled, turning to fumble through her dresser for her skirt.

Weiss nodded assertively, more than a little self-satisfied for having successfully told Yang 'no' – Dust knew the Blonde could be pushy – before reaching for her own blouse. So preoccupied were the pair in mulling over their exchange – and indeed being slightly miffed that Blake and Ruby had allowed them to oversleep – that neither noticed as one of the large overhead ceiling tiles was removed, or indeed that a single questing tendril was being lowered behind an unsuspecting Weiss.

Failing to readily spot her blazer in their closet, Weiss groaned, "Yang, did you take my- EEEP!"

The Heiress's annoyed suspicion was abruptly cut off as the tentacle arced under her skirt and _plunged _up into her with an audible squelching noise. Weiss's thighs clamped shut around the slimy invader and she doubled over a bit, bracing her hands on her knees. When a second tentacle invited itself into her ass and the first brushed that _one _perfect spot inside, suddenly class didn't seem _quite so important… _

As Weiss dropped to her knees and began obligingly working her hips, Yang turned, "Weiss, are you-," Her eyes widened at the sight of the two tentacles penetrating her teammate, and her jaw fell open. She might've made a snide remark about how Weiss didn't want to have sex with _her, _but _tentacles _were somehow fine, but it died on her lips as she traced the tentacles upward to their source… directly over her own head… "O-oh no… Nu-uh…"

The huge Ursula suspended in the ceiling above them however, cared little and less for Yang's opinion. All it cared about was that her Aura was vibrant, and her womb was demonstrably fertile. Releasing its hold on the pipes and joists by which it held itself aloft, the beast crashed down through the ceiling and used all of its free tendrils to bind itself onto Yang's body, and an instant later it was tearing her blouse off, swiftly followed by her yellow striped panties. Yang flailed and tried to throw the beast's ponderous bulk off, but she lost balance and landed hard on her stomach, driving the wind from her lungs as she hit the floor. Yang was pinned under the huge writhing monstrosity, and judging by the way Weiss was moaning in ecstasy and unclasping her borrowed bra, she wasn't going to get any help…

_Violate. _

As the Ursula's voluptuous prey struggled, kicking, screaming, trying to crawl away in abject futility, the beast wrapped several tentacles around her torso to ensure that there could be no possibility of escape as it positioned itself over her lower body, _wrenching _her legs widely apart and preparing its first chosen mate to bear its young once more. It had grown strong in the last week, absorbing Aura prodigiously, it would sire a mighty brood this day.

"No! No! No _please!_" Yang _begged, _remembering the agony which had resulted last time, and sobbing, "I don't want it!" But Yang's pleas for mercy were ignored as the beast's two smallest tendrils wormed under its hulking mass where it sat astride the buxom and desperate Blonde's rear, pulling the lips of her pussy wide. "P-please…" Yang whimpered trying to push herself up, but only her upper torso could move, and so all she achieved was to jiggle her engorged breasts for the viewing pleasure of Weiss, who was busily massaging her own clit as the tentacles slithered _deeper _inside her, "Fuck me with _anything _else, just not- AAAA-_AAAGH!_"

The Ursula's whole amorphous body shuddered in predatory ecstasy as it extruded its great girth directly into Yang's stretched, but unprepared womanhood, exhorting in its victims screams of agony and terror as her most sacred place was once again defiled by the colossal black phallus. It _reveled _in the sensation of its monstrous girth stretching Yang's insides _so far _that she felt as though it would tear her apart, and with maliciously slow precision it sheathed more and more of itself inside until it reached her cervix, and then the hateful black shaft went utterly _rigid. _As a final, demeaning touch, the great creature drove nearly a _foot _of one of its lesser tendrils into Yang's shapely ass, eliciting another incoherent cry of agony and pleasure.

_Breed. _

In a single lurching motion, the Ursula's whole mass leaned back, much of its hardened shaft pulling out of its unwilling mate's sex, the calm before the storm. It would not so easily relinquish such a valuable prize – _no, _it was goin to rape her long, and rape her _hard – claim her, fuck her, dominate her, for hours _until she was reduced to its plaything, body and soul. It was going to _break her, _and so without the slightest hesitation or qualm, it lurched forward again, _ramming _its tremendous cock home into Yang's pussy, and her screams did not disappoint.

As the Ursula's great hulking mass rode a screaming and thrashing Yang as though she were a barnyard _animal, _Weiss was in _heaven… _She had long since unzipped her skirt, leaving her naked as the day she was born as the two tendrils having her started an alternating rhythm, bouncing her up and down on her knees. Her engorged breasts jiggled and swayed with each thrust, and the once straight-laced Heiress to the Schnee Dust Company _gloried _in her debasement to this Grimm's common _whore. _First her pussy, then her ass, and then back to her pussy and it all felt _so good _as the pulsating lengths plowed her that she just wanted to _scream _herself, though in ecstasy, so she did.

"_Y-Yang!" _She cried jubilantly, clasping Yang's drooling face to her bosom, "I-I'm _cumming!_"

And so she did; Weiss Schnee's juices gushed onto the floor in a _flood _of sexual gratification, and the tentacles pulled out of Weiss as their master continued to _rail _the gasping Blonde. Momentarily satisfied, Weiss idly patted Yang's head before setting her back down, face-first in her puddle of cum as she shakily rose to her feet, the blaze in her womanhood yet to calm. Leaving Yang to whimper as the Ursula _destroyed _her pussy, Weiss staggered over to the windowsill parting the curtains, _God I'm sweating… Maybe I'll just let in a breeze… _Without a further thought for the consequences, Weiss opened the dorms window and sat down against the wall, lolling her head back on the sill and draping her arms outside to better let her stretch out and cool off, little considering that the Ursula wasn't finished with her yet… not even _close… _

Not about to waste the opportunity to claim so cooperative a victim, the Ursula shuddered again, extruding a _second _great serpentine member, this one not so enormous in girth as the first, but as large as the first had been when first it had claimed Yang. As she reclined there by the window in close-eyed repose, Weiss did not see the massive snaking shaft with designs on her still-dripping vagina. All the while the creature continued to work itself into Yang; it had come to inseminate them both, so there was no reason to wait.

"AAAHH-_GGRRH… _AAHG!" Weiss cried incoherently as the huge, ribbed insemination tentacle railed into her pussy like a _freight train, _instantly stretching her walls to the max and causing a little trickle of blood to dribble out of her womanhood from being so obscenely _stretched _all at once. The creature watched Weiss Schnee's once contentedly satisfied face instantly transmute into a mask of pain the more delicious because of the notes of pleasure which remained, producing an unwholesome wide-mouthed, smiling _cringe _as the giant member struck the Heiress's cervix and she was forced into a partial _bridge _with her upper back resting on the windowsill and her head hanging clear out the window, silver-white hair spilling downward like a waterfall. Weiss heard the gasps and saw the startled students below, milling about in the courtyard on their way to their classes, and dimly realized as some of the less scrupulous spectators began taking pictures that not only her _face, _but her heaving _breasts _were on full, shameless display for all who cared to look and see the girl's wantonness as sexual domination read plain on her face and she moaned in submissive bliss. Her sex was filled utterly beyond capacity, and _it hurt, _but every _slightest _little twitch and pulsation sent waves of exuberantly hedonistic pleasure through her to the point that it overcame the pain, and her moaning only intensified when it began to thrust.

It had them now. The larger female was powerless to resist and the smaller wasn't going to try, and so the Writhing black beast with red eyes opted to take its time. Weiss, however, was not content with that arrangement; she wanted to cum again, and she wanted to cum _now. _Recalling what she' had done during her first pleasurable encounter, Weiss lazily flicked her wrist, bathing the whole dorm in the light of a red-orange clockwork glyph, "Get ready Yang~" she giggled in a slightly unhinged manner, before flicking her wrist and triggering the hyper-accelerating glyph. Yang screamed and cried as the utterly massive Grimm cock inside her suddenly _savaged her _with the force and rapidity of a _jackhammer, _and Weiss fared little better, save that she enjoyed it more.

"Oh _fuck… Fuck, fuck, fuck FUCK YES, FUCK ME!_" Weiss bellowed for the benefit of a broad audience of her peers outside the window, "_I WANT IT!_"

And she got it; precisely as she shouted the words at the top of her lungs, the Ursula undulated and contracted its mass for a moment, squeezing two huge bulges down its insemination tentacles and directly into Weiss and Yang's pussies. The giant shot of sticky white Grimm cum filled Weiss's womb instantly, swiftly overflowing her folds and spilling back out onto the floor, and as Yang was pumped full, the Ursula finally clambered off of her with its tentacles, leaving the excess white sludge to ooze from her wretchedly stretched pussy, leaving her to shiver and shake on the floor.

"Oh _God…_" Weiss gasped as she slumped back into a sitting position on the floor, her legs spread wide as the cum seeped from her vagina, "T-that was… " She couldn't even finish the sentence, instead simply punctuating her statement with a sexual moan. Yet Weiss still wanted more – it had hurt, granted, and when she came down from this she'd probably be mortified at having been put on display like that, but right now all she wanted was some way to fee the _fire _in her core…. Crawling over to Yang, rolling the brawler onto her back and totally heedless of the huge cephalopod Grimm watching them from the corner of the room, Weiss shook the brawler, "_Yang…_"

"Whoa Princess…" Yang drawled lazily, "You get _really horny…_"

"Oh just shut up…" Weiss breathed heavily. "You wanted to _fuck me? _Now's your chance…"

When Yang failed to immediately take her though, a frustrated Weiss began grinding herself against the brawler's muscular thigh, smearing her in the Ursula's excess cum as she did so. Weiss's knee steadily rubbed up against Yang's entrance, slowly getting a pleasured groan to rise from the plundered Blonde's lips.

"Come _on _Yang…" Weiss urged, shifting position to entwine their legs, "_Fuck me!_"

Even in her condition, Yang was never one to back down from a challenge, and as her Semblance kicked in she bucked her hips with renewed strength and vigor. Weiss yelped in surprised pleasure as Yang finally started getting into it, but she didn't stop; rather, she let a long, slow moan slip past her lips as the two began scissoring, their entrances grinding together and thighs constantly rubbing over each other's clit. Yang was like a _machine, _and Weiss was hard-pressed working her hips and thighs to keep up, the lust _smoldering _inside her as they grew more and more intense, until…

"_YANG!_"

Weiss's eyes rolled back in her head as she flopped down on the floor, her orgasm spraying all over Yang, but the Blonde didn't stop, even as both of their stomachs began to swell. Yang grabbed the limp Heiress and pulled her back up to a kneeling position, slamming her lips to Weiss's and _forcing _her tongue into Weiss's dazedly yielding mouth. With one Hand, Yang groped and fondled Weiss's swollen breast, causing milk to dribble from the nipple. Weiss was complete _putty _in her hands, and even in her lusty haze, Yang _loved it. _

Meanwhile, the Ursula watched as it's two mates fell on each other with careless abandon, bodies heaving and undulating against one another as its offspring rapidly grew within them. For the time being at least, it was content to watch them pleasure each other, the larger of the two caressing the enlarged womb of the smaller, her own bloated abdomen pressed close. Both had nearly come to term, and as their bodies shook with the contractions, they collapsed upon one another, legs spreading as they used each other for support.

Weiss buried her face in Yang's huge, sumptuous cleavage as she trembled, feeling the Grimmlings inside her begin writhing and struggling with each other to be birthed. She cried out, and Yang groaned as both of their bodies convulsed, and they only _just _managed to stay on their widely spread knees by throwing their arms around each other for stability. She could feel it… They were _coming… coming… COMING! _

"Ggg-_ahh!_" Weiss cried as she _pushed… pushed… pushed _until all at once, _three _baby Ursula spilled to the floor from her vagina, and then a forth followed not long afterward, swiftly joined by Yang's brood of three, "G-God…" she gasped, "T-that was… just.. _Fuck yes…_"

Yang just pushed Weiss back down onto her back and took hold of each of the Heiress's thoroughly engorged and full breasts, "Just shut up so I can _suck you, _kay?" Yang breathed, licking her lips as she tried to decide between Weiss's left and right nipple; both looked so pert and inviting, but she ultimately settled on the right.

'Oh God!" Weiss inhaled sharply and Yang's lips closed around her nipple and _sucked. _All their Grimmling babies skittered around and made for the vents and Yang held Weiss down and guzzled her milk, and as the Heiress basked in the sensation flowing through her body from her nipple, Weiss elected to return the favor twofold. First stroking the great heaving melons on Yang's chest, before grabbing both of the brawler's nipples between her thumbs and forefingers, and she squeezed, and _yanked, _milking Yang like a common _dairy cow. _Yang whimpered as she switched from Weiss's right breast to the left, the Heiress's dainty fingers sent ripples of pleasure through her and milked her down, but she didn't let it stop her from drinking at Weiss Schnee's teat.

The Ursula, for its part, was done waiting, it meant to claim its mates again, and reached out two thick, muscular tendrils to wrap about the more voluptuous mate's thighs, abruptly dragging her back toward it. She shouted in surprise as it drew her close, and she tried to fight, to escape, but it would not abide resistance. In aid of subduing its conquest, the Ursula bound her with the bulk of its tendrils, pinning her back to its amorphous black mass and binding her limbs back with two thick, pulsating tendrils apiece. _Violate. _

"N-no! No!" Yang screamed in terror, all her strength useless as the first great throbbing member began extruding from the Ursula's body again, "You already-, I can't do it again!"

But Yang's comfort was inconsequential to the beast as her body jerked and shook in futility, all that mattered was that it's member was _slowly _extruding directly into her pussy. Yang shrieked in agony through clenched teeth as the ribbed member forced its way all the way in. For a moment, she thought it would stop at her cervix and begin thrusting, but it didn't; _it kept on pushing… _Unknown to Yang, it was actually her _struggling _that brought this new brutality down on her, as the Ursula meant to _punish her _for resisting, and suddenly her cervix was _forced open _and the length slammed up into her uterus, visibly stretching her naked stomach. Only _then _did the huge Grimm member begin _thrusting… _

As Yang took the prodigious shaft, helpless to escape, a glassy-eyed Weiss looked on in envious awe. Yang was being filled _so completely _that Weiss shivered just _looking _at her, and she wanted the same – _needed _the same – and she _knew _that her lust-addled fantasy could be given form. Breathing heavily and gazing longingly at the tendrils not occupied in pinning Yang down for her second impregnation, Weiss made up her mind. Bracing her back against her bed and getting onto her knees, Weiss briefly wondered if the Ursula had always had so many tentacles, but she didn't_ really care – _more for her, right? – and resolving not to worry about it, she spread her legs like the good little slut that she was… "_Come and get me~_"

Seeing the fair-haired one spread herself in eager invitation, the Ursula obliged, re-extruding its second insemination tendril, and reached for her with three of its unoccupied tentacles. She quivered and moaned in bliss as it entered her again, and though she cried out when it forced its way into her womb, she did not resist as the larger mate had. Almost _lovingly _she stroked the sudden bulge in her stomach; for Weiss, the feeling of being _so completely filled _was ecstasy unparalleled, but then the other tendrils reached her, and she was force to reevaluate the heights of pleasure possible to her as one of the lesser tendrils wriggled its way into her ass. Her hips bucked wildly with every thrust, her breasts bouncing and swaying, spurting breastmilk as she groped and kneaded herself, and her conscious mind nearly melted away.

"_F-fuck!_" She squealed in orgasmic delight, "Isn't this just- _GAH! – Amazing!?_"

Yang could just watch as her sister's partner so giddily whored herself to the tentacles, her stomach stretching and relaxing dramatically in time with the hammering into her pussy. She was _loving this, _and Yang… Yang's mind was starting to cloud to such a point that she might be starting to enjoy getting raped by this _huge shaft _too…

The Ursula shuddered and contracted again, and a flood of hot white cum spewed into Yang's grossly stretched snatch and sent a bulge down the inseminating member plowing Weiss as well. When the bulge hit her pussy, Weiss convulsed, doubling over and catching herself on her hands and knees as the tentacles pulled out of her and the great shaft withdrew from Yang's pussy, though she remained fully bound, and a smaller tendril plunged into the brawler's ass to compensate for the vacancy in her snatch.

"Not _again…_" Yang whimpered, having still yet to grasp that she wouldn't be going free any time soon.

"It's okay Yang…" Weiss cooed, crawling over, "Just _let it happen…_"

"Wei-EIS!" Yang gasped as the fencer took a long, slow _lick _of her entrance, and then began eating her out, "W-what are you do-_OOOH!_"

Weiss's tongue traced wet, pleasurable circles in Yang's insides, setting her heart hammering, juices dribbling from her entrance as she lapped up the Grimm's cum that oozed from Yang's pussy, making it _very easy _to tune out the knots in her stomach and the swelling. Even as Weiss took her orally though, Yang was bombarded by still more pleasure as two tendrils prodding her nipples. They squeezed, they _pulled, _and then _pushed _onto her stiff peaks, depressing them into the engorged flesh of her breasts, almost like they were _inside_ her breasts, causing milk to flood down over her body. Weiss, meanwhile, used her thumbs and forefingers to spread Yang's folds wide, allowing her to probe as deeply as possible with her tongue, never ceasing in her ministrations until her stomach reached the size of a prize-winning melon, and her cervix contracted again.

Weiss doubled over under Yang's forcibly spread legs, pillowing her head in the crook of her arm as her tongue lolled out, but her rear remained aloft by her knees, and she moaned in pleasure as the first Grimmling of this brood crawled out and her stomach receded just so that it was no longer pressed to the floor. As Weiss's second slimy Grimmling child issued from her pussy though, Yang groaned and pushed, and all in one group, _three _Grimmlings spilled out of her vagina, landing on top of Weiss as her third and last of this brood crawled out of her as well.

"Are we…?" Yang gasped, still pinned, "Are we done…?"

Yang's question was rather promptly answered as the Grimm's huge shaft began fucking her _again. _

* * *

Several _hours _later, Yang was on her back, unconscious and spread eagle as the Ursula pumped her full of cum for the last time. Weiss was upside-down, her upper back and head down on the floorboards, but her rear was raised to the ceiling propped up against her bed, and two tendrils held her legs spread wide as she, too, was inseminated for what the barely-conscious Heiress could have _sworn _was the _eighteenth time… _She was utterly spent. Her breasts were so full that they sprayed breastmilk from her nipples like fountains, even without being touched, and _she was in paradise… _Yang wasn't even _awake _anymore to experience as _five more _Grimmlings issued from her pussy, but Weiss cooed maternally as her upturned belly reached the size of a beach ball and the first tentacle of this last brood emerged from her lower lips and a total of four newborn Ursula crawled out of her. Finally satisfied with its new brood, the mighty Ursula released Weiss and heaved itself back up into the ceiling, leaving the two members of Team RWBY collapsed on the floor in huge puddles of sweat, saliva, and cum as they faded from consciousness…

**Well then… that… was intense… As you've probably noticed, I decided to jump the gun a bit by working the monster PoV into this chapter in part; figured I'd trim the tie on the post Freezerburn chapter vote. That said, since, through PMs and reviews, I've gotten six votes **_**each **_**for Weiss, Yang, and Blake to get mobbed, I've decided that instead of having just one – particularly in light of this chapter's truly **_**MASSIVE **_**spike in Grimmling population, we might as well make it a party, to wit, **_**all three **_**will get mobbed, and I might be persuaded to include additional characters if you **_**really want… **_**that said, Weiss especially is going to need a break before moving onto Monochrome after that, so now's the time to suggest/request a post mob chapter! I've got a few new OCs that have recently been volunteered, so they're options, but I'm open to other suggestions as well. **


	27. Jade Bei Xi: Something Fishy

"Gah, it smells salty..."

Jade Bai Xi was usually excitable and wild, keeping a crazy looking grin on her face most of the time, except now. The tall jade tiger faunas covered her nose as she left the locker room, disgusted by the scent, again. While she was strong and ferocious, she was also surprisingly observational, and was noticing how some of Beacon's female population smelled like the locker room. It was revolting to her, and she even smelled that her friend and teammate Likos Haima reeked of it as well. The smell aggravated her to no end, hell, she even smelled it on Professor Goodwitch.

"I'm getting to the bottom of this...let's see what Likos has to say." Jade arrived back at her dorm, but as she got to the door, she heard moaning inside. Now she was curious, and opened the door and what she saw surprised her. She saw Likos being ravaged by several black tentacles, moaning in ecstasy as she was fucked. She was given no time to react however, and was dragged by several tentacles into the room, the tendrils shutting the door and holding her up

"Likos?! What the hell are these things?!" Jade struggled as the tentacles ligaments tightened their grip.

The tentacle in her mouth pulled out as Likos looked at her friend. "Just pleasure Jade, and I think it wants you too~"

The tentacles slithered up her shirt, feeling her large curvy bosom as they pulled her armor and pants off, and then removing her vest and shirt, leaving her practically exposed, minus her bra. Jade trembled as the creature felt her body, feeling revulsion as the ones on Likos went back to work. One of the ones besetting Jade pulled the right cup of her bra, leaving her breast to bounce and sway with each motion, but for the creature it wasn't enough. It lowered her to the ground, pinning her as it slid several tendrils around her pussy and mouth, Jade still trying to resist.

The Ursula would not grant her any mercy or be left in pleasure, for now at least. It cupped her exposed breast and slid the tentacle around her pussy, starting to stroke her clit, causing jade to moan - _to moan in shame_. She now realized that this was what was causing the smell, the strangeness of the other girls, and now she was to become another victim to it. Her juices flowed soon enough, puddling on the floor of her dorm as Likos watched in a pleasured haze.

Soon the creature grasped Likos' legs and spread them wide, no longer content playing games with her pussy and rammed the tentacle into her womanhood. When it was her turn, Jade screamed out, feeling the pain as it broke her hymen, and at the same time, feeling the immense and shameful pleasure. "It hurts...It hurts…" She thought as her cervix was raped by the thrusting tendril, digging its way into her womb. Soon another found its way into her mouth, thrusting itself as she felt her throat being fucked, and no longer able to scream.

Likos enjoyed the sight as her friend was brutally _fucked, _the same as her, feeling the tentacles ravage them both. She felt hers twitching and knew what was to come. With it reaching its climax, the Ursula came inside Likos, pouring its seed into her, before pulling out and showering her in it's cum. It released her and set her on the ground, panting and moaning before focusing on Jade.

Jade could only watch in horror as all three tendrils inside her began pumping her full. Her abdomen began to swell up, but she was so lost in her stupor that she was powerless but to watch. Soon her stomach reached the size of a watermelon, and she grasped it, beginning to moan still more.

Likos threw her head back and spread her legs wide as tiny versions of the creature began coming out of her body, convulsing with each one that came, four in total

Jade trembled even with the tentacles inside her, now realizing what was going to happen to her as well, but resigned herself; struggle was pointless. A few Grimmlings suckled on Likos' engorged bosom while the others made their way into the vents, and Jade despaired, _This is too much...Too much!_

The creature, with its full focus on Jade, doubled its efforts as it fucked her, driving another tendril into her ass and fucking her senseless. She felt eight inches of thrust in and out of her now dripping pussy and mouth, and six inches in her ass. Even in her stupor and feeding, Likos watched on as jade was fucked, noting how soon she would bear a brood.

Jade orgasmed as her body was pounded, either her pussy, ass, mouth or tits being ravaged at any given instant. She felt as though time slowed down for her, but the creature's tentacles soon swelled and released, the first load into her mouth, the second in her ass, and finally into her pussy and womb. The creature's seed filled her insides, her abdomen swelling with each load as it poured into her. By the penultimate load, she looked as if she would give birth to twin faunas, yet it was all raw cum sloshing inside her. By the fourth load, she felt so bloated - like she was carrying triplets before the creature relented, pulling itself out and withdrawing with wet sucking noises.

She had never felt so heavy in her life, as she panted and lay against the wall, grasping her swollen stomach as cum oozed from her pussy and ass. Likos came to her and patted her head.

"Don't worry Jade, it will soon be over." She gave her a kiss as Jade clasped her stomach in pain.

"Oh god...Oh god... GAAH!" She felt the true swelling begin, her breasts engorging as they filled with milk, Likos giving them a light squeeze as milk lactated from her peaks. She spread her legs as her core dilated and screamed. "It's coming...IT'S COMNG!"

Jade's breathing came hard and heavy as the time came, and she screamed as her once-virginal tightness was wrested open for the first of the creature's offspring by her womb. Cradling her monstrously swollen belly with both arms, Jade _pushed, _and she felt a wash of ecstasy mingle with her pain as the first slickened tendrils emerged from her pussy. Her time of it was long and hard, and when all was said and done, her brood was much larger than Likos, as she felt the babies come out; six in total were born.

"Congratulations Jade, you did well..." Jade felt herself pass out, along with Likos, as the pleasure and pain got to them both, and they slumped to the floor with their bodies entangling in a despoiled heap.

**Surprise! Again! What we have here is another chapter contributed bay a reader – and this fellow doesn't mind being named, so props to HongChong for throwing his OC into the mix. All this having been said, never fear, the Yang/Weiss/Blake/ Grimmling mob chapter is underway, and should be up by Wednesday or Thursday – Friday at the latest, I think, just because I have other stuff that I need to get done – but in the meantime, tone hesitate to leave your thoughts, suggestions, etc. **


	28. Blake, Yang, & Weiss: More the Merrier

Blake was horny.

Not much of a surprise really; she had been almost nonstop for an entire week now, but that didn't dull the urge. She'd spent the better part of the day now looking for a very _particular _way to scratch that itch, but every time she thought she'd tracked one of the little Grimmlings down, it had skittered away or into a vent like it had better things to do. Eventually though, the lusty Faunus caught a break when, outside the CVFY dorm she saw one plop out of the vent and hit the floor momentarily dazed, and she sprang at the chance to grab the pleasurable little monster before it could escape. Her ears had perked up when she'd heard a rhythmic _slapping _noise, followed by Coco's sensual moaning _"Velvet!" _but when Blake tested the doorknob hopefully, and found that it was locked, her ears drooped and she headed back to the RWBY dorm; at least she still had her prize… When she arrived back outside the Team RWBY dorm, Blake glanced surreptitiously up and down the hall; she couldn't wait anymore…

Firmly grasping the little Ursula with one hand, its tentacles swaying and groping idly at the air and her wrist, Blake lifted her skirt. Ordinarily, she preferred her leggings, and avoided wearing skirts whenever she could, but having set out that morning with the explicit _intention _of getting herself _raped, _Blake had instead opted for her school uniform as she prowled the halls. When huge, throbbing tentacles failed to present themselves and pin her to the nearest _wall _to fuck her silly though, Blake had resolved to settle for what she could get, hence her current circumstances. Heart pounding with anticipation, Blake pulled her silky black panties down around her thighs and deposited the wriggling little Grimm onto the fine fabric stretched between her legs before taking a deep breath, and pulling her panties back up. The effect was instantaneous, and Blake's knees became jelly as the slimy creature pressed up against her folds, stretching the fabric of her panties as it wiggled at her surface, its tentacles stroking her clit. Blake's hands flew to caress the semi-solid bulge in her panties, working it back and forth to give her the most possible pleasure before her carnal instinct demanded satisfaction. _In!_

Squeezing her eyes shut in pleasure as she did so, Blake _slowly _began to _push _the creature's bulbous mass inside. Blake emitted a long, shuddering sigh as her guest stretched her insides, and by the time it was just _halfway in _she was already cumming. She could feel half of its tendrils squirming around in her dripping tightness, prodding at her cervix, whilst the other rained constant stimulation down on her lips and clit… Drawing in one final, sharp breath through clenched teeth, Blake finished it, forcing the _whole thing _inside, slumping to the hallway floor with a grunt and a grimace of pain as it squeezed through her cervix, but once it settled in her uterus, she let out a contented sigh.

"_Oooh God yes…_" She said between gasping breaths, "That's what we like…"

Shakily getting back to her feet, Blake fumbled to unlock the door and let herself in. All she wanted now was to strip naked and lay in bed while her passenger did what it did best. That plan was abruptly aborted, however, when Blake beheld the scene in the dorm.

The first thing she noticed was the creamy white form of Weiss Schnee, utterly bare but for the sweat and sex she was covered in. She lay on the floor, one leg draped up on her bed, the Heiress's eyes were heavily lidded, and her engorged chest rose and fell with her steady breathing as it glistened with a coating of milk. Blake's disbelieving eyes followed the splayed out trail of the Schnee Heiress's silvery hair to yet another arousing sight as well: Yang, face down on the floor, her toned, muscular back barred from full, tantalizing display only by the brawler's golden locks. Blake's widened eyes then tracked down her partner's naked body to her round, sumptuous buttocks, and the way her legs were spread, a little cum still oozing from her pussy. Blake swallowed.

"H-hey Blake…" Weiss waved languidly, "Y-you _just _missed the fun..."

Without a word, Blake unzipped her skirt and let it drop to the floor. Half asleep, Weiss watched as Blake undid most of the buttons of her shirt, partially exposing the Faunus's own swollen teats. Her breathing ragged now, Blake knelt between Yang's widely spread legs, and hesitantly, she pulled down on the front waistband of her panties, exposing her dripping sex to the world. She didn't care that Weiss was watching – hell, she had every intention of having her way with the Ice Princess soon enough – but right now all she could focus on was the pulsating _cock _emerging with painstaking slowness from her vagina, and Yang's beautiful, _perfect ass… _

Yang gave an unconscious grunt as Blake's tip penetrated her ass. The past hours had left her tight enough to elicit a shuddering groan of pleasure from Blake as she inserted herself ever further, but not _so tight _that Blake couldn't sheath herself to the hilt. Once fully ensconced in Yang's luscious ass, Blake began working her hips, thrusting, fucking – _pounding – _and she began to revel in the wet, slapping noise as her pelvis repeatedly struck Yang's cum-drenched thighs. Blake's hips bucked again and again, and she felt the pressure rise inside her until finally-

"_Uuuuuhhh…_" Blake felt herself squirt around the Grimmling's pulsating cock as it…she… Blake didn't know anymore… but whoever it was, it filled Yang's ass with cum, and sent a wave of satisfaction over Blake so intense that she instantly wanted more…

Lazily looking over to where Weiss was watching, Blake pulled out of yang, and she was still _rock hard. _Standing, Blake stepped out of her panties and slipped off her shirt, taking a step towards the weakened Heiress where she lay sprawled on the floor.

"Blake-,"

But Weiss wasn't allowed to finish. Blake dropped back onto her knees directly in front of her, grabbed Weiss by the _hair, _and _plunged _her throbbing black phallus into Weiss's mouth so deep that she gagged. Grasping Weiss's head by the temples, Blake forced her teammate to deep-throat her pulsating shaft, working the once-proud Heiress's head back and forth, back and forth, burying the shaft in the damp warmth of Weiss's mouth. Blake groaned in pleasure as, to her surprise, Weiss then closed er lips tightly around her shaft, now greedily sucking Blake's ribbed cock until Blake shuddered again, spewing hot seed down Weiss's throat.

Weis coughed, spitting up cum as she spluttered, "W-well aren't we horny-," Without a word so much as a lustful _growl, _Blake forced Weiss onto her back, taking a fistful of each of the Heiress's swollen breasts, thrusting her shaft between, "_Oh God yes! _Fuck my tits! Fuck my _TITS!_"

Greedily fondling the milky bosoms, Blake obliged, pinching Weiss's nipples as she did so. Blake heard Weiss's legs twitching and jerking behind her in involuntary response to the stimulation, and the Faunus grinned predatorily; she was driving Weiss crazy and she _knew it. _Blake intensified her fucking, squeezing the wanton Heiress's tits together around her shaft pushing her thumbs into Weiss's nipples, causing milk to spurt, "AAAAH! B-Blake!" Juices showered from Weiss's pussy before Blake made a final thrust into the tight space she had made of Weiss's cleavage and came again, her seed spraying all over Weiss's face.

"Turn over," Blake commanded in a husky voice as she got off of Weiss, "_Now…_" Nodding breathlessly, Weiss obediently turned over, lifting her rear and presenting herself to Blake, who caressed the pale girls spreading her buttocks, "What do you want?" Blake purred sensually.

"Come on Blake, don't make me-,"

"_What. Do. You. Want?_"

"ASS! ASS! _FUCK ME IN THE ASS!_" The Heiress's breath hitched as Blake _slammed into her _all at once, "G-_Gah!_"

Blake firmly grasped Weiss's hips and slammed the Heiress onto her ribbed black cock again and again _ramming _her member into Weiss's tight ass all the way to the base and gyrated her hips to work her shaft around inside, causing Weiss to moan loudly, rising and falling in pitch in time with Blake's undulating thrusts, "Come on Blake! Fuck me! Fill me! CUM INSIDE!"

Interpreting that as a challenge, Blake purred loudly and loosed another gush of hot white cum into her teammate's ass before pulling out to watch as the cum seeped from the fair-skinned girl's ass. As Weiss collapsed onto the floor, Yang groaned, and Blake's attention instantly snapped in her direction. The little Grimmling inside her was just as insatiable as she herself was and she didn't need much convincing to scramble back over to Yang as the voluptuous Blonde began to roll off her stomach. Blake tackled her partner in an instant frantically straddling her in a heat-addled frenzy to begin tit-fucking her before Yang had the chance to say 'no.' A dull, half-conscious moan droned from Yang's mouth as Blake's pelvis slapped against her tremendous bust. Yang was slowly coming to, and then and there Blake resolved to go all the way before her partner acquired the presence of mind to object.

Unknown to Blake as she positioned herself to fuck her partner senseless though, there were a great many small creatures wriggling about in the ducts, and the first few of many were entering the room through the vents and skittering towards Blake from behind. It was precisely when Blake had lined the bulbous head of her twitching shaft up _just inside _Yang's folds that the first Grimmling reached her. Blake's reddened eyes shot wide as the creature's tendrils stretched her lower lips wide, irrespective of the member already protruding from her core, and she collapse on top of Yang in a moaning mess as the creature heaved itself inside her as well to join its brother. It didn't stop there though – her cock abruptly receded, to her initial disappointment, but she hadn't long to brood on that as a _third _little Ursula began burrowing into her pussy. Blake grunted, her face contorting in mixed pleasure and severe discomfort as the Grimmlings kept on coming; four… five… _six… SEVEN!_

"_Oh God…_" Blake whimpered as her womb was grotesquely stretched by the invading mass of writhing Grimmlings. She was _so much bigger _than she'd been even when Yang had impregnated her, and feeling weak, she rolled off of Yang to land on her back, hugely swollen and undulating facing the ceiling, "Oh _fuck, oh fuck OH FUCK!_"

But the Grimmlings kept coming. Even when the _ninth one _couldn't get past her cervix because her womb was already _so full, _the wave of little Ursula broke over her naked body like a flood. First two, then three and _four _grappled onto her inner thighs and began extruding their members into her already stretched and congested pussy to fuck her more conventionally, and soon her entire lower body was lost under the squirming mass of little tentacles sweeping steadily further up her form. Blake felt the tentacles force her hands to close around several more extruding members, making her give the squirming owners a tentacle hand-job, but she was much more preoccupied with the _dozen _or so members wriggling in and around her birth canal from inside and out. Her lips parted to moan uncontrollably, but before any sound came out, _three more _little Ursula had suckered onto her face, forcing their members down her throat. No less than four Ursula were affixed to each of her breasts, and she had no way of counting all the tentacles rubbing or squeezing between her cleavage, and when tiny little tendrils began probing her cat ears, Blake utterly lost it, her own juices now mingling with the veritable flood of Grimmling cum which had begun to flow from her womanhood like a thick white river. Her entire body was _covered _in tentacles. The Grimmlings that couldn't have any of her holes fought each other to fuck the spaces between her fingers and toes, her ears, one even tried to extrude its ribbed length into her naval, and Blake gave a choked yelp of pain and surprise as a runt of the litter crawled _into her ass _swiftly chased inside by three of its larger brother's squirming lengths.

As the number of Grimmlings that could possibly fuck Blake reached a point of saturation, the huge – and _growing - _excess began to seek another to lay claim to, and Weiss was only too happy to oblige, spreading her legs as she sat up against the side of her bed, "Come to mama!"

The legion of baby Ursula fell on the fencer in an instant, giving their eager mother cause to squeal as several of them wriggled _under _her lips for a shot at her ass before the precession of their brothers began their progress back into the womb from whence mere hours earlier they had been birthed. Still others clambered up her body to squeeze and constrict her breasts, tightening their grip and relaxing in alternating turns about her left and right, sending mother's milk spurting from each nipple when its respective mound was groped in earnest.

"Mama's always here-," Weiss cooed, before one of mama's little boys wrapped its tentacles around her face and extended its insemination tendril down her throat. Weiss felt pregnant all over again, only this time, her babies weren't coming _out, _but going _in, _until no more could fit inside and she could barely see her feet past her _massively _bloated abdomen. _ A half dozen _little insemination tendrils then burst forth from her pussy slipping in and out and all over each other until they spewed cum back onto the floor. Willing as she was to provide her brood with as many more brothers as they wanted, Weiss would not be so beset as Blake; no, the rest of the horde had designs on their other mother figure in the room…

Yang's breath came fast and shallow as she shook her head and tried to back away from the approaching swarm of Grimmlings. She didn't want this _again. _Maybe it was selfish of her when Blake and Weiss had already been filled so grossly that they looked like they would _burst, _but Yang didn't want to be raped again… Yet she didn't have the strength to run or put up a serious fight; she weakly kicked the first couple of squirming black creatures away, but twice as many quickly surged in to fill the void. As the first aberrant feelers brushed up against her folds, Yang grabbed the offending little monstrosity and threw it at Weiss – she liked the tentacles so much, she could _have them – _but it was no use; a split second later, literally _dozens _of tentacles were suckering onto her clit, and the buxom brawler yelped in defeat as the first of many little Grimms wriggled its way into her pussy. It didn't take long for a handful of tendrils to plunge into her ass, already lubricated as it was with Blake's cum, and Yang's will gave out, and she collapsed again, letting the slimy tendrils wash over her skin everywhere, and the little monsters to invade her body.

When Ruby opened the door a short time later, her jaw hit the floor. Blake was spread-eagle on the floor, getting ass-fucked and tit-fucked and every other kind of _fucked _imaginable. Yang was on her side, taking it orally and from eight or nine different Grimmlings between her ass and pussy. And then Weiss… moaning in delight and spurting _fountains _of milk…. What all three had in _common _though was a stomach swollen _so massively _that Ruby probably could have curled up and _fit inside_, along with the _rivers of cum _pouring from each of their pussies, all collecting in a common _lake _of the sludge in the middle of the floor. Perhaps most horrifying though was that, as soon as the door closed behind her, all the raping stopped, and scores of little bulbous black Grimmlings turned to look at _her… _

"I'm… back…" Ruby stammered witlessly.

And then the dam broke. All three of the reaper's teammates let out screams of agony and ecstasy as an avalanche of Grimmlings _erupted _from their vaginas, their limbs set flailing from overstimulation. Ruby panicked the instant she realized that _every single one _of the Ursula coming out of her girlfriend, her sister, and Blake were headed _for her… _Needless to say, Ruby Rose did not stick around…

**Well how was that? I promised a mob scene, and I like to think that I delivered. In the meantime, there's going to be one chapter between this and the Monochrome chapter, involving either Blake (finally **_**out of heat**_**) getting pregnant in the middle of class, or Futa-Ruby going a little… **_**very publicly **_**nuts… Again, I will get to both concepts eventually, but for now, feel free to let me know which you'd like to see as the next chapter in reviews or PMs. Also, I'd like to take this opportunity to thank those of you who've generously donated your OC's to this little project (you know who you are) and would encourage anyone else who has an OC they'd like to see tentacle (or Futa) raped, or a round of consensual tentacle sex, to let me know; Mars needs women – or so the old movie goes, and it couldn't hurt to broaden our cast here so we have some extras to work with – or even stars of their own chapters if you want to help brainstorm or contribute a chapter outright. Until next time though, I do hope you continue to enjoy the fic. **


	29. Ruby: Frenzy

Ruby turned on the hot water in the shower room adjacent to the girl's locker room as _far away _from her dorm as possible, "_S-so many…_" she uttered in a slightly panicky voice. When the _army _of tiny Ursula had all come out of her teammates at once and come after _her, _Ruby had run full pelt as far and fast as she could. Maybe a _few _tentacles _could _feel good, but she had no intention of finding out how it was that being stuffed full to bursting was so appealing to Weiss… Letting out a sigh, the young crimsonette braced herself against the wall with both hands, just letting the hot water flow over her and ease the tension, completely unaware of the single little black wriggling form that had followed her all the way here, and when she felt its tentacles wrap about her waist, pulling its body up to her rear, it was far too late.

"EEP!" The Reaper yelped as the Ursula suckered itself to her backside and extruded its member into her ass, and she whimpered, "_No…_"

Irrespective of Ruby's protestations though, the Grimmling eagerly set about its work plowing her supple ass. With each thrust, Ruby's hips involuntarily bucked, and she bounced slightly on the balls of her feet, causing wet slapping sounds on the tiles. Ruby's face closed up in a mask of revulsion as the little creature fucked her rear; it was so _gross _and _embarrassing – _the worse because it felt _maybe just a little good… _Her breathing grew sharp and short, her chest bouncing with her each little hop, until finally the tendril drove _especially deep _inside her and she felt her ass fill with hot seed.

"_Why-?_" Ruby moaned plaintively only to be cut off when her passenger suddenly withdrew from her rear, leaving its cum to slowly ooze from her asshole as it slung down and between her legs, and she yelped again as it suddenly forced its way into her pussy. Already having been pushed partway by the ass-fucking, Ruby came with an incomprehensible exclamation as the last of its tentacles disappeared between her lips and she slipped down to her knees, squeezing and rubbing her thighs together. As the immensely _weird _feeling of the Ursula squirming about inside her gave way to sudden screaming pain when it forced past her cervix, Ruby doubled over, in so doing drawing her buttocks wide for the shower to rinse cum from her ass while she clutched at her stomach. It was at precisely _that moment _when Ruby heard the door to the locker room swing open, and several female voices entering and heading to deposit their clothes before hitting the showers themselves.

An erect phallus swiftly presented itself between her legs.

Shakily, a red-eyed Ruby Rose got to her feet, her heavy breathing owing to an entirely different cause now. One slow, lurching step after another, Ruby headed back to the locker area, leaving the water running. As she poked her head around the corner to see who it was who had entered the locker room, immediately noticed that all save one of them had already eschewed their skirts, one had gotten so far as removing her shirt, and in general, none of them were fully dressed. She didn't even know any of their names, and she didn't care; all Ruby _really _noticed in the state of mind that the Grimmling infestation put her in was that there were four of them, and they all had pussies to fuck. Ruby began to stroke her member as more and more articles of clothing were removed, and as the nearest girl - a busty brunette with a tramp stamp – unclasped her bra, Ruby licked her lips, her decision hastily made in her lust-addled state of mind.

Unable to hold back the urge any longer, Ruby tapped her semblance and, in an instant and a flurry of rose petals, she was behind the now fully naked Brunette, and used the momentum to roughly push Tramp Stamp down onto the locker room bench to mount her. The voluptuous brunette screamed as Ruby _slammed _her cock into her, and tapping her Semblance again, _fucked her _so fast that her body seemed to _vibrate _rather than thrust, and she came into the older girl's vagina in a matter of _seconds. _The next closest girl after Tramp Stamp had pink hair and was flat as a washboard, though the only article of clothing that she'd managed to remove was her skirt. That made no difference to Ruby though, who was on her a heartbeat later, tearing off her panties, and she fucked Washboard so hard that she cried and collapsed when Ruby's seed filled her petite ass. Ruby didn't even bother to notice what the third girl looked like – only that her pussy was _delightfully soft _as Ruby threw her semi-naked form against a bank of lockers and fucked her and rode her ragged until the Grimmling came again. The last one tried to run for it, but couldn't hope to outrun the Reaper, and Ruby tackled her to the ground, groping her middling sized breasts as she drove her shaft to home plate for the third time inside of a _minute, drilling _the poor girl into a helpless daze until Ruby came _again. _

Still in frenzy though, Ruby only haphazardly managed to clothe herself again, still wet and dripping not only from sex, but her unfinished shower as well, and she departed the locker room, leaving one fellow huntress in training trembling on the floor, and three others beginning to swell with pregnancy.

She had not managed to calm herself by the time she left the locker room, stumbling in a pleasurable haze though, and when another girl walked around the corner into the hall, Ruby sprang into action again. She zipped over to this new girl that she _also didn't know _wrapped her hands under the startled young huntress's thighs, lifted her onto her hips and then Ruby _plunged her shaft inside, _disabusing the unfortunate stranger of her virginity in the middle of the hall. It was probably fortunate that there was no one else nearby to see or hear as Ruby bounced her svelte victim up and down repeatedly on her shaft, the poor girl wailing all the while, but Ruby couldn't be bothered to care if there had been – if she could, she wouldn't be raping a perfect stranger in the middle of the hall. As she got close again though, Ruby held the screaming girl's hips down to her own, working her cock in as deeply as possible while her victim's own struggling helped her to finish, spewing cum into her pussy.

Pulling out slowly, Ruby let the former virgin slump to the floor in a heap, cum seeping back out and staining the panties that Ruby had not bothered to remove along with her maiden's blood, but Ruby still wanted _more…_

* * *

Leone LeConnar liked her peace, quiet, and privacy. Not much of a talker, the white lion Faunus preferred to spend her time around books than other people if she could help it, It was a preference that had introduced her to Blake Belladonna from Team RWBY, who also spent a great deal of time in the library, and on whose recommendation Leone was now searching a remote corner of the library hemmed in on three sides by bookshelves for a particular book… After almost an hour of looking over the same shelves time and again though, Leone decided that she must be in the wrong part of the library, and turned to head out of the secluded corner of bookshelves, thus completely failing to notice the slimy black tentacles beginning to protrude from the vents…

"Ah-_gah!_" She yelped as she felt something wet trace over her exposed lower back and slither up her crop-top, under the clasp of her bra, and between her shoulder blades, setting both her tail and the hairs on the back of her neck on end, "W-what was-_AHH!_"

A tendril wrapped around her mane of long white tresses and _yanked _her back into the discreet little alcove, and as the tendril that had slithered its slimy way up her back prodded her ears, she whimpered softly feeling herself starting to become wet. Then, all at once the Tentacle tore away from her, ripping open the back of her shirt and irreparably destroying the clasp of her bra. The tattered remains of her crop top clung loosely to her by the sleeves, but her bra simply fell away to land on the floor, leaving her modestly impressive bust to sway as she struggled. She tried to make a run for it when the tentacle released her hair, but too swiftly the tentacles returned, binding each of her wrists and pulling her back, lifting her from the floor and pinning her to the bookshelf. Leone shivered as another tentacle slithered down her back, between her buttocks and thighs, and began stroking her damp core through her panties, even without removing her jeans.

"_Please stop…_" She quietly begged, not raising her voice for fear of the humiliation that would come with discovery. After teasing her entrance though, the tentacle continued its progress up the front of her body, causing her arousal to drip from her more intensely as it slithered over her clit, and still more tendrils then bound her ankles and held them widely separate. Leone grimaced as her body betrayed her; her nipples were stiff and she was _dripping wet _now, and it was all she could do as the tentacle emerged from between her barely-concealed breasts to press her lips firmly shut, but that hardly mattered, as it was curving away from her mouth anyway… "N-no!"

Leone cried as, in another forceful tearing motion, what remained of her crop top was stripped from her and the legs of her jeans were sundered from one another, displaying her heated sex to any who would care to look and laying her ass bare against the shelved books to which her body was pressed. Her arousal began dripping from her naked sex to pool on the floor, and just then, a flurry of red came to a halt at the mouth of the alcove…

"H-help me!" Leone meekly called, resigning herself to the now realized humiliation, if only it would get her freed. Instead, she squealed and whimpered as she felt another tendril… thicker this time, _slowly _enter her womanhood and begin thrusting, "_Please…_"

To Leone's dismay though, the girl in the red cloak just _watched _as she was _fucked_ up against the bookshelves. She gasped for breath as each successive plunge drove slightly more deeply inside and stole her breath again. The tentacle grew steadily faster in her pussy, its ribbed black girth driving her wild until she exclaimed incoherently, cumming all over the floor just in time to be filled with the creature's seed and then dropped onto the floor. Only then did Ruby act, but it wasn't to help Leone – no, Ruby grabbed one of the caramel-skinned white Lion Faunus' legs and _lifted, _and before Leone had enough of her wits back to wonder what she was doing, another throbbing shaft was _slammed _into her pussy and still another began spiraling around her tail.

"_Ohhh… oh… n-no…_" Leone moaned as the _hammering _began, her upraised leg grasped to her junior's chest, Ruby _licking her ankle _as she fucked Leone harder than she'd ever experienced. Despite her bleary vision, Leone could have sworn that the usually chipper girl's eyes were a glowing _red _rather than their usual silver, but that scarcely mattered as Ruby groaned and added her own load to the cum already overflowing Leone's pussy.

"Hey Leone..." It was Likos' voice, probably looking for her since she'd been gone so long, "We've got-," but her teammate's voice fell silent as the wolf Faunus rounded the corner, eyes shooting wide at the spectacle of her teammate getting _fucked on the floor… _"I… I um… never mind! Sorry for interrupting!"

* * *

Ruby was breathing so heavily and her head was swimming. _More… more… more… _demanded a voice in her head that was half hers and half _other; _she had to satisfy it – there really wasn't much choice in the matter, and it wouldn't let her go otherwise…. Seven… eight? She couldn't quite keep straight just _how many _people she'd had in the last… well it _felt _like almost an hour, but she wasn't quite sure of that either… _Just… one… more… _

The hammering of her heartbeat and the demands for satisfaction abruptly silenced when, walking by an unoccupied classroom, the very horny Ruby spotted two bunny ears… _Her… _

"H-hey Velvet…" Ruby approached her target looking as innocent as possible, gingerly pointing toward the empty classroom, "I-I think I might have… y'know… lost something in class earlier… would you help me find it…?"

"R-Ruby!" Velvet jumped, looking nervous – perhaps recalling what she'd seen the previous night, "S-sure…"

No sooner was the door opened than was the pretense dropped, and Ruby grabbed Velvet by the wrist and bolted for the first tear of the lecture hall's student seating, unceremoniously _throwing _her wide-eyed senior onto the table. Velvet was winded by the impact, and all of it was happening so fast that she hadn't yet recovered when Ruby _ripped off her panties _and grabbed the lapels of her blouse, tearing that open as well. Ruby held her down with both hands as Velvet struggled, leaving her with only her _teeth _as the means by which to remove Velvet's troublesome bra, which she did with aplomb as Velvet only then recovered her wits sufficiently to throw them away again in panic.

"S-stop! Please!" I didn't see _any-OOOHHH!_"

Ruby rendered Velvet's pleas a desperate garble by sheathing herself inside the Faunus' pussy all at once, sending the bunnygirl's respectable breasts bouncing wildly. Unlike her other conquests, Ruby started slowly with Velvet, pulling _almost _all the way out at a deliberately slow pace before _slamming _back in, a crazed look in her reddened eyes. She couldn't restrain herself long though, and each successive _plunge _came after a shorter and shorter interval, Velvet letting out a plaintive squeaking noise that didn't _quite _come out as the _'oh!' _that it was meant to with each impact. As rose petals began drifting about, signaling the activation of Ruby's Semblance, Velvet let out a sustained wail of anguish and orgasm as she came, and kept right on being fucked. As she began to emit a steady, prolonged moan though, half a dozen tentacles erupted from the vents beneath the chairs behind the table and beset the poor Faunus afresh.

Her mouth was filled at once by one tentacle, silencing her as she was forced to suck it off. Two more set upon her mildly engorged breasts, which had nearly returned to their natural size after the better part of a week up to now that she had gone without being impregnated again, though not so much so that a little milk didn't dribble forth as her mounds were squeezed and constricted by the tendrils. Finally, the remaining _three _tendrils reached over the desk, curved back around, and all _plowed _into the Faunus mage's ass at once. The Faunus felt her ass being _stretched _by all the members inside at once, and her womanhood throbbed as much with soreness as pleasure, yet as the salty member forced it's bulbous head down her throat, Velvet found herself caring less and less, her hips beginning to buck – not in time with Ruby, for she couldn't possibly keep up – but she enjoyed it more and more with each unearthly fast stroke.

_Fuck… fuck… fuck… _It wasn't a mental exclamation of pleasure running through Ruby's mind, but an _imperative; _the very last_ ounce _of her strength was committed to her and the Grimmling's hedonistic pleasure, and she was _close… close… CLOSE! _

Grunting in orgasm, Ruby's back arched to such an extent that she nearly toppled backwards, and at the same time, the member in Velvet's throat spewed another jet of cum into the upperclassman's mouth and all over her face as it withdrew. Exhausted from nearly an hour of constant _fucking _and Semblance use, Ruby collapsed on top of Velvet on the desk, her face coming to rest in the Faunus's milk-soaked cleavage. Velvet, for her part, was gasping as the members pulled out – first from her pussy, then her ass, _one at a time, _and the Grimmling _finally _crawled out of its unconscious host's womb.

"M-Miss Rose…?" Velvet asked tremulously, only to receive no answer. After the working over she'd just received, the bunnygirl had no strength left to get out from under Ruby, who was dead to the world in her spent state. Ruby hadn't been herself, and, now that the violation was over at least, Velvet knew that, and now all she wanted to do was go back to her dorm and bury her face in her pillow to hope all of this madness would go away… Until her stomach started cramping up. Velvet's brow knit first with discomfort, then her eyes boggled with pain as an almost _bubbly _sensation overtook her abdomen and she began to feel bloated – all the more so with Ruby's weight remaining on top of her.

"R-Ruby… I-I need you to-_OOOH!_" Velvet didn't get to finish as her belly rapidly swelled, lifting Ruby with it, the reaper never waking all the while. Ruby's face was swiftly lost in Velvet's swelling cleavage, and as the Faunus's swelling belly lifted Ruby's rear, her skirt fell down the slope of her back, exposing her ass and pussy, both bare and thoroughly used for one day. Velvet's breathing came in shallow gasps now as she came to term, her swollen belly popping what few buttons remained on her blouse and blazer, and she cried out in pain as the first contraction hit her. Velvet moaned and whimpered in pain as her Cervix drew wider and wider, and the pain mingled with pleasure afresh as the first little tentacles reached out from her womb to brush her walls.

"_Aaaaahh…. FUCK!_" The usually mild-mannered bunnygirl swore as the first grapefruit-sized Grimmling squeezed down her birth canal and tumbled to the floor, bouncing wetly when it hit the ground after spilling from her vagina above on the table. Instinctively, Velvet pushed, speeding her second abominable little child out much more expediently, and it popped out of her readily followed by its third broodmate. With one final push, Velvet expelled the fourth and final Grimmling from her pussy, and then her muscles gave out. There on the desk, Ruby still unconscious on top of her, her breasts fully exposed and her womanhood not at all satisfactorily covered by her displaced skirt, Velvet Scarletina faded from consciousness, unable to even worry about being seen in her compromising state of undress. Classes were over for the day anyway…

**Hello all; you wanted to see Futa-Ruby go fuck-wild, so here it is, and in addition, three OC debuts in one chapter – even if two of them were just cameos as yet… Yes, Leone, Washboard, and Tramp Stamp were all provided for our enjoyment here by readers who would prefer to remain nameless – which reminds me, I really appreciate all the OCs that have been volunteered for this – I was kind of worried people would be more protective, but you all seem to be enjoying it, so thanks! That said, I'd like to append my invitation with a couple mild qualifiers: 1: if you wouldn't mind mentioning upfront whether you'd like to remain anonymous or be credited for your OC by name, that would save some trouble. 2: I won't be a stickler over this if you won't, but if you don't tell me whether your OC's a virgin or not, I'll decide. 3: if you just want her used as an extra, go nuts, but if you want more focus, I'd appreciate if you sent her along with something of a scenario in mind, and be open to brainstorm with me. 4: Finally, with regard to the scenarios, if you wouldn't mind keeping them in Beacon, that would be appreciated – it's just easier that way – I won't make that a hard-and-fast **_**rule, **_**but I'd appreciate it unless you've got something **_**really hot **_**in mind that simply **_**can't **_**be done on the campus… Anyway, that about covers it, and I hope that you enjoyed the chapter! Next up is Monochrome, followed by and OC prospective teacher (generously provided by reader Blackwing-John) at Beacon for an interview with Goodwitch, and then Blake's going to get a little… **_**surprise **_**during class. After those three, I'll open it up to all of you again: Jean/Pyrrha while dressing Jean up in girl's clothes? Cinder/Emerald/Mercury three way? Or maybe you'd like to see more from Washboard or Tramp Stamp (read: Miku Sakura &amp; Serra Lansel respectively – just to be clear, because they do have actual names Ruby just doesn't know them). At any rate, do feel free to leave your opinion. **


	30. Weiss: Helpless Child

Helpless Child

Tsk.

Tsk.

Tsk.

Weiss opened her eyes. Her limbs felt like marionette's: loose, lifeless, wooden. She was on all fours and a long chain came from a rough rawhide collar latched tightly on her neck.

Tsk.

Tsk.

Tsk.

'What the hell...?'

Weiss tried to paw at the collar which was chafing the tender skin of her neck. In response, an abrupt yank shocked her out of her current action and her eyes shot upward. Fog cloaked her surrounding but there was a silhouette in the distance. Loud, cavernous footsteps echoed in the foreign environs from what seemed to be everywhere.

"Who-Who's there!" she cried out into the open space. The figure emerged but not before another anguishing pull of the collar. "Fat...ther..." was all the heiress could croak from her constricted throat. The man smiled. The cold, calculated, almost condescending smirk of the head of the Schnee Dust Company. "Fucking dog!" The bottom of a thick boot collided with the top of Weiss's head causing her to bust her lip on the ground and a near broken nose from the sheer force. The look on the man's face shook the normally unflappable Ice Princess to the core. It was a look of unbridled aggression, fury and the sadistic desire to crush. To dominate. To own.

"Dogs don't talk. They whimper. They beg. They eat their shit and get beaten accordingly."

Weiss shook, afraid to anger him further. She was so proud. She made a pitifully whimpering sound that was barely audible from behind her bloody, clenched teeth. Another onslaught of aggression found her now being hoisted up by her hair until she was at eye level with the man she so feared. It was harrowing. The girl wasn't used to such treatment. What brought this on?

This isn't real, Weiss. This is a nightmare. This isn't real. Wake up!

But if this is a nightmare what had been ...those things that tore into her so many times? Being ground up inside, churned, and giving birth to abominations... And worse she liked it...

Her father seemed to have read her thoughts and his brow furrowed until veins began to pop out at his temples. His lips curled back into a feral snarl, giving him a demented wolf-like appearance. The fog was beginning to thicken and the hue darkened; Weiss started to cough as if something was slowly corroding her lungs.

"That's all you got for me? I hear you scream for you little friends. Every time one of those things enters you, you shriek and a little squeak is all you've got for Daddy?" The crystalline doll couldn't speak; the coughing became a hacking with black bile oozing out of her teeth, which she was clenching so hard that she thought they would crack and shatter into pieces."I'm ashamed of you. You aren't fit to carry the Schnee name. You bitch." Her father hissed. "You whooooore. You fucking piiiiiiiig." Tears were leaking out of the heiress's beautiful periwinkle eyes. She felt disgusting. She felt like a failure. Scum. She was scum.

This isn't real. This isn't real. This isn't real, isn't real. This isn't real. This isn't real. This isn't real. This isn't real. This isn't-"A searing pain came from behind and Weiss bellowed in pain. He had forced his girth into her anus, un-lubricated and at her most tight. However, her core had other ideas - It had been growing slicker and hotter with every passing denouncement and form of abuse thrown at the young Schnee. Consciously, she was screaming for him to stop. She was his little girl. Demented pig noises came from the sulfur fog in the tones of all her friends and family in hushed, patronizing whispers.

Father, I obey you. I'm weak; take what's mine. Beat me to death. Father...I want to be my mother and your child in one. I want to burn what's in the oven and then stick my head in so I can join it. Rape me and take what's mine. Take my pearl.

A scream was rising up, higher and higher, and had been her whole life; she was crying and shrieking and begging and laughing and then...

Silence and darkness.

Something was moving in the darkness. Or perhaps someone...

Weiss was spread-eagled in the middle of the room. The tentacles formed bonds that held her down...not that she was fit to struggle anyway. Freud would have a field day with what had just transpired in the mind of the girl. Blake Belladonna's eyes were a deep amber hue that resembled honey and urine. She was still feral despite all the times she took and was taken. Black tendrils that formed her ribbon fell away to reveal her feline ears.

Yang appeared from the left of her. Her eyes were blood red. The color of blood. The color of the murky river from within her torn folds.

"Weiss." It was a soft voice she had come to love. She laughed as she looked up into the silvery-crimson irises of Ruby Rose.

"Et tu?"

No response. The tentacles rose from her lover with the awe-inspiring grace of a tsunami. A crack of lightning illuminated the growing monstrosity and with the roar of thunder came the first blow of the black slimy whip against her nubile body. A yelp came from her body and with the harsh, almost biblical, torrent pounding away at the windows, the tendrils and tentacles began to whip, penetrate and degrade the Ice Princess with the ritualistic severity of an ancient bloodletting rite. Ruby positioned herself at the entrance of her lover's pussy and held her hips as she thrust into Weiss's warmth. The scarlet hue had taken over her iris completely and a unhinged cry came from the redhead's lips as the sensation of savagely stabbing into the tight abyss betwixt Weiss's loins proved near transcendent in sensation. Weiss herself foamed from the mouth as all parties present began their wild ministrations of her at once. Yang wanted her ass, the next best thing, and shifted her sister some to gain access to the tight hole. She eventually got what she wanted and began to pound away with reckless abandon. Blake immediately went for her mouth; she stood over Weiss' s face and plowed into the recesses of her throat, revealing the moistness and suction. The Faunus lasted only about a minute until the sensation made her wildly orgasm, jaggedly pressing Weiss's mouth to her crotch until each bit of seed was spent. Still, she was not done; working on the heiress's ample breasts were of the topmost priority. The thunder and lightning along with the growing maelstrom of rain brought a frenzy to the group as they all feasted on their teammate like vultures... The tentacles continued to whip her rear and the rest of her body senseless.

A beating would do me some good...

Weiss saw a bright light wobbling at the end of a long corridor. It came to her agonizingly slow but with it came a rising wave swelling within... The light approached faster and faster; she had to cover her eyes...

Impact.

Her father looked her dead center in the eyes. "Cum, you fucking filthy mutt." And is if a snap of the fingers, Weiss's lower orifices got tighter as her body arched as if it were a bow bent by the nimble hands of seraphim and she let loose the shrillest cry of her life thus far as the walls of orgasm detonated all around her. Ruby and Yang were nowhere near done but the sudden feeling caught them by surprise and hit them with the impact of a freight train.

A fountain of semen erupted from the tentacles and tendrils coating the heiress from head to toe; Ruby let loose all she had into the Schnee progeny with a rapturous cry before collapsing on top of her; the others had fallen in a circle after spending themselves in (or on in Blake's case) their usually sharp-tongued teammate.

The room fell silent save for Weiss's heavy breathing and the slithering darkness, receding elsewhere.

Father...Thank god you never knew, the things that I've done. Thank god you never saw, the person I've become...

**Alright, I know I said Monochrome was next – and I'm working on it – but once again I've received a chapter from a reader – this time from one Hana Kafuka – and I'd say it's an excellent bit of Freudian nightmare imagery, so here it is. It also fits rather nicely in that Weiss is going to be asleep for the start of the Monochrome chapter, so there's that. Big thanks to Hana Kafuka for this somewhat darker, more angsty entry, and I hope you all continue to enjoy. **


	31. Blake & Weiss: Reciprocity

Blake woke up that Saturday morning in a groggy haze. Drowsily glancing at the clock, she saw that it read eleven forty-five. Sitting up in bed, she idly noticed that she'd forgotten to undress last night when she'd gone to bed, although she couldn't quite place why she'd bother to dress when she'd finally pealed herself off the floor yesterday either. Getting up, she glanced around the room, finding that Ruby and Yang were gone, but Weiss remained asleep in her bed, naked but for the mussed sheets that barely covered her womanhood and _one leg. _At first, Blake thought nothing of it – she'd seen Weiss naked plenty of times in the past week after all - turning to head for the door and maybe grab something to _eat, _but then Weiss softly moaned, and the Faunus' ears perked up.

Slowly looking back to Weiss – her sleeping face, her now actually rather impressive bust owing to all the pregnancy she'd been through just yesterday – Blake's eyes stopped on that little strip of sheet just barely covering the Heiress's pussy… namely that it was _moving_. Blake's mouth went dry. The tentacles were _here? Again? _Slowly, Blake crept over to Weiss's bedside and pulled the sheet away to reveal that, _yes, _between Weiss Schnee's gently clenched thighs was a single glistening black tentacle slowly, _gently _working in and out of her pussy, eliciting soft little moans from the Heiress, who did not wake. Blake swallowed. She wasn't in heat anymore, _but… _

"M-maybe just a little…" Blake mumbled to herself, getting onto Weiss's bed as quietly as she possibly could and straddling her at the waist.

Almost miraculously, the tentacle ignored her, which was at once a disappointment and a relief; she wanted the pleasure, but this time on her own terms, and with that thought fixed in her mind, she slipped one hand into her leggings and began to rub herself. Cat ears flattening to the top of her head, Blake began to purr as she pleasured herself to the sight of her naked teammate's sleeping form. Before long though, the temptation was too great to resist, and with her free hand, Blake reached down to caress the fair-skinned girl's shapely breast, and it didn't take long for stroking to become fondling… She could _feel _the milk stored within the girl's engorged bosoms, like two life-giving _springs _just _waiting _for Blake to come and drink… So great was her desire to taste of the Snow Angel's breast that she even halted in rubbing herself so as to have two hands to hold herself up as she lowered her lips to Weiss's erect peak.

Weiss gave a little gasp in her sleep as Blake began to suck, but did not stir; next to getting violated by tentacles in your sleep, what was breastfeeding a friend, right? Blake took _immense _pleasure in flicking her warm tongue over Weiss's pert nipple, causing the recipient to quietly whimper even more in her sleep. Before long, Blake felt herself getting wetter and wetter, and she switched to Weiss's other delicious teat for the sake of balance as she continued to greedily guzzle. What she wouldn't give to do this every morning…

Then Blake heard a soft squelching noise, and beneath her, Weiss moaned – in disappointment rather than pleasure now. Blake's blood froze; if Weiss woke up, Blake would be completely humiliated without the excuse of heat to hide behind. Frantically, Blake's eyes shot all over looking for something to pleasure the Heiress with and lull her back to pleasured slumber, and that was when she saw it: a single little black Grimmling crawling onto the bed, and she acted before she thought it through. Blake's hand struck out to snatch the little Ursula, and then, without a thought for the consequences save the panicked thought that she had to keep Weiss stimulated, she _thrust _the squirming little monstrosity into the Heiress's dripping snatch all at once.

The reaction was instantaneous – if hardly what the slightly delusional and panicked Faunus was hoping for. Weiss's eyes shot immediately open as Blake pushed the bulbous mass inside her, and her back arched violently, causing Blake to lose her balance and fall backward onto the bed. Weiss grabbed fistfuls of the sheets as she groaned in pleasure and pain, the Grimmling Blake had foisted upon her pushing past her cervix. She began thrashing with moans of ecstasy as the little thing began _fucking her _from the inside, and then, as the throbbing phallus erupted from her vagina and adhered to her clit, she fell momentarily limp.

_Oh God… _Blake realized, _What did I just do…? _

Weiss groaned as she finally sat up, eyes blinking rapidly in her unbelief as they reddened and she looked down to see her new girth; _nine inches of ribbed, pulsating cock,_ "B-Blake… _What the Hell?_"

"I-I thought that you'd enjoy it…?" Blake tried pitiably.

Weiss blinked, then her eyes moved from Blake to her bed, to her own naked body, and back to Blake again, "And _what, pray tell, _were you doing _on top of me?_"

Blake hastily wiped the dribble of breastmilk from her chin, "N-nothing…"

Weiss got on her hands and knees, crawling closer to Blake with a predatory spark in her eye, "Oh_ really?_"

Blake tried to back away, but two blue-white glyphs flickered to life about her ankles, first holding her in place and then rather suddenly spreading her legs, "W-Weis… please… stop…"

"What's the matter Blake?" Weiss asked rhetorically, an almost _malicious _quality in her voice as she reached forward and squeezed Blake's breast through her blouse, " For someone so eager to have her way with me, you don't quite seem to grasp the concept of _reciprocity, _now _do you?_" She licked up the thin fabric sheathing Blake's inner thigh, causing the Faunus to shiver, "It's really just a fair trade… Maybe also a little just _punishment _for taking advantage of me…"

"Weiss! I'm sorry! I didn't know what I was doing and-!"

But Blake's desperate protests came to nothing as Weiss bent down between her legs and took the crotch of Blake's leggings in her _teeth. _The sound of tearing fabric filled the room as Weiss pulled, splitting Blake's pants open all the way between her legs, exposing marvelously _risqué _red lace panties.

Weiss licked her lips at the sight, and Blake started to sweat profusely, "_Blake… _Are those _Ruby's?_"

"Um…" It would probably have been politic for her to say something about how she'd had other priorities than laundry over the past week, but that half-truth didn't come to mind. What she _knew _she wasn't going to say was that she'd taken them as a trophy of her conquest of their young team leader… Unfortunately, her silence was all the answer Weiss needed.

"Tut-tut… Naughty kitty…" Weiss purred sensually, "Somebody _really _needs to be _punished…_"

"Wha-? _Ah!_" Blake exclaimed as Weis flicked her wrist and the glyphs about Blake's ankles spiraled a hundred eighty degrees, flipping her onto her stomach, "W-Weiss please! I'm sorry! I'm not in heat anymore! I'll control myself! I-I-no… no… _NO!_"

Weiss was long past listening though, and instead grabbed the fabric of _Ruby's _red lace panties and pulled it aside, revealing the quivering entrance to that _sumptuous Bella-booty, _and _slowly _began inserting her _huge cock _inside… Blake thrashed as Weiss pushed deeper and _ever deeper _inside, stretching the muscle as she _plowed in. _Weiss seized both of her _naughty kitty's _arms and pulled them back, at the same time _slamming _the totality of her three-quarter-foot _length _into the screaming Faunus' ass. As she parted her lips to beg for it to stop though, her mouth was instantly filled with another ribbed black member, which pushed itself in as deep as the top of her throat.

Blake gagged as she was brutally fucked anally and orally, Weiss _slamming _her huge cock home almost as fast as her hammering heartbeat. Blake had no way to resist; Weiss had her by the ankles with her glyphs and wouldn't let go of her arms. All she could do was _take it… take it… TAKE IT! _Blake's eyes nearly shot out of her skull as _another _ribbed and pulsating intrusion suddenly drilled straight into her womanhood. Blake was a _ragdoll _from that point on, and accordingly, Weiss released her arms, bending down over Blake to reach about her torso. With one hand, Weiss reached down to stroke the beset Faunus's clit and with the other she clutched a fistful of breast through her blouse. Weiss _licked _up from the base of Blake's neck and nibbled on the tip of one of Blake's cat ears, eliciting a soft whimper over and above that brought on by triple-penetration.

"Shhh…" Weiss sensually intoned as she pinched Blake's nipple through the soft fabric, "Don't even _pretend _you're not enjoying this…" she punctuated the command with another thrust, "I was having such a _kinky _dream too…" She intensified her fucking, until finally letting gout a shuddering groan and cumming into Blake's ass. Blake gave a strangled squeal and went cross-eyed as she felt the hot white gush of seed fill her pussy next, until finally a _third bulge _passed her lips, pumping a huge load of cum into her mouth and down her throat. As Blake spluttered, coughing up semen, a single glyph formed around her wrists, binding her hands over her head, and without pulling her off of Weiss's cock, rotated her again until she faced up, causing her to orgasm all over the Heiress's stomach, now that the tentacle's had been removed. Blake let out a gargling gasp of relief ben Weiss _finally _pulled out of her ass, only to yelp again when she rammed her shaft straight back into Blake's cum-soaked pussy instead. The glyph binding Blake's wrists slowly lifted her so that she was nearly upright. She was hanging by her wrist now, with her legs spread wide and knees slightly bent, her _dripping _pussy filled with Weis's shaft.

Blake was about to beg to be let go, but Weiss's lips met hers in a forcefully open-mouthed kiss. Weiss's tongue plundered every contour of Blake's mouth, greedily lapping up the cum from the Faunus' mouth and tilted her head to get the best angle. Blake squirmed and whimpered as the Heiress's shaft twitched and throbbed inside her, but the silvery-white haired girl did not part their lips until she'd gotten it _all… _When Weiss finally _did _break off the kiss though, letting Blake gasp for breath, she swiftly stole the relief back by taking the front of Blake's blouse in both hands and _ripping it open. _Weiss _attacked _Blake's already swelling teats with aplomb, causing Blake to cringe and grimace; Weiss wasn't being terribly careful with her _teeth… _All that was swiftly secondary however, as Blake felt the familiar bubbling sensation in her womb, and Weiss stared bucking her hips again besides.

"_Ah-ah-ah- ah-AH-ah-ah!_" Blake moaned, rising in pitch with each thrust _in _and falling again as Weiss pulled out, milk spurting from her nipple into the ravenous Heiress's mouth and her free breast bouncing and jiggling with the thrusting as it swelled with engorgement and lactation. The Faunus' belly bloated, yet still the fucking continued, making the semi-formed ooze in Blake's womb slosh about as well until she reached her full pregnant girth.

"W-Weiss-!"

"_Beg…_"

Blake's eyes widened, "W-_what?_"

"You want them out? _Beg me to let you…_"

"_Please…_"

"I can't _hear you…_"

"PLEASE WEISS!" Blake started _thrashing _as her cervix dilated, "TAKE IT OUT! I NEED TO-_AAAGGHH!_"

Weiss pulled out, just in time for all of Blake's squirming babies to wriggle out of her at ounce, almost _unimaginably _stretching her pussy and leaving her a breathless and teary-eyed mess. Just as Blake was beginning to realize how much she should regret what she'd done though, Weiss plunged herself into Blake's stretched folds again, "_My turn._"

Bound hand and foot, Blake had no way to resist. All she could do was hang there and be _fucked. _Weiss's hips bucking faster and faster into Blake's loosened vagina, "W-Weiss… I'm _sorry… please…_"

But Weiss was dedicated exclusively to her own pleasure, bucking her hips as fast as she possibly could in order to climax as quickly as possible inside Blake's thoroughly lubricated core, "_Fuck _Blake… you're not tight anymore…" Yet despite her words to the contrary though, the fencer hastened to the task of cumming inside her teammate with all possible relish, her bunk shaking violently beneath them as she bounced up and down on her knees at a blistering pace until _finally-, _"_Uuuugh…YES!_"

"_No…_" Blake whimpered in a small voice, knowing what Weiss's satisfaction meant for her even if she couldn't feel the overflow cum oozing from her entrance, "Not _again_…"

"Oh _come one… _it's just _twice…_" Weiss chided Blake for her dread, shuddering as the Grimmling finally detached itself from her insides and crawling out, "Yesterday his _daddy _had _me _for _hours…_and he was _way bigger…_"

"T-that doesn't mean I _want to… to be…_"

"_You _started it Blake…" Weiss reproached, her eyes faded back to their normal pale azure, "Now, since _I _know you want it and _you _know you want it – whatever you might say, shall we enjoy ourselves or not?"

Blake gulped, ashamed of herself, but she nodded, even as she felt the smoldering pain knotting up her insides again. That was all Weiss needed to pounce on an opportunity for still _more _gratification, and she pushed Blake onto her back before repositioning herself over her Faunus teammate, presenting her entrance to Blake's lips and preparing to feast upon Blake's as well. Weiss immediately tucked into Blake's pussy, causing her to whimper and squirm, but the way she saw it that was no excuse for Blake's not pleasuring _her _in kind… _Stop fiddling about with your fingers Belladonna! Hurry up and- OH FUCK YES!_

Blake had slipped four fingers _from each hand _into Weiss's folds, reserving her thumbs for the Heiress's engorged clit, sending her to the moon in and instant, a feeling done no injury by the way she_ actually _rose upon Blake's once more rapidly swelling abdomen. It got even _better _as Blake came to term and the babies started coming out though; unprepared for the squeezing through her birth canal, Blake's muscles spasmed, causing her hands to jerk and _stretch _the lips of Weiss's pussy to the breaking point. Weiss orgasmed at once, spraying Blake's face in the torrent, but scarcely a heartbeat later, that _blissful _feeling was swept aside by the _column _of undulating sexual _domination _that plunged into her widely drawn pussy, stretching her inner walls without slowing down, and breaching her cervix like it was so much tissue paper, all in one motion.

"_AAAAAAAAHHH!_" Weiss _screamed _in a cocktail of shock, agony, and unrepentant ecstasy as she was knocked from her knees, "_S-SO HARD!_"

As her lips parted for the shriek of agonized exaltation though, the Heiress was made to kiss the huge bulbous head of the greatest of the members, and she realized what it wanted. Nodding shakily as though verbally bidden, Weiss grabbed Blake's thighs and spread them… All Blake was conscious of was the _fist-sized girth _Fucking Weiss's pussy like there was no tomorrow, and the feeling of Weiss's stomach against hers being stretched with each thrust.

"Weis… what are you-_AAAH!_"

Blake's whole body convulsed as something _so colossal _forced its way inside her, stretching her _so far_, but still it continued ever deeper. The real agony only began when it reached her cervix though, _slowly, so painfully slowly _pushing its way through, adding that one more layer of constricting tightness before it began to thrust into her. Whereas Weiss was getting it at a speed akin to a mechanized _piston, _Blake's own violation proceeded more apace with the slow, steady beat of a bass drum, its great mass erasing her mind as it violated her, rocking her entire body beneath Weiss's. Blake swiftly lost track of how long she'd been fucked for – seconds? Minutes? _Hours? _– her only measure of time was by orgasm; each one simply seeping out around the great throbbing shaft… _F-five… Six… S-se-AH! _

And Blake's mind was utterly _blank _as the first bulge of hot seed entered her, pumped straight into her womb. Weiss cried out incoherently as the same befell her, toppling onto her side on the bed as she did so. It didn't stop at a single load though – far from it – the two great insemination tentacles pumped discharge after discharge of the great Ursula's seed into both girls' wombs, pumping them full, stretching them, _bloating their abdomens with raw cum, _until finally the beast was satisfied and withdrew. In spite – or perhaps _because of – _her only semi-lucid state and her general eagerness to serve her pleasurable master to the utmost, Weiss then immediately used her Semblance. The idea had come to her foggy mind off the cuff, but she did it anyway, and so conjured two _very small _barrier glyphs – one within her own womanhood, the other in Blake's. Weiss's core tingled and dripped her own juices, but not a single _ounce _of the Ursula's cum dripped out from within her, leaving _gallons _of the tuff to slosh about in her grotesquely stretched womb. Weiss wrapped her arms lovingly around her abdomen, which looked as though ready to birth while yet no offspring had formed, as though cradling the huge reservoir of the creature's raw cum inside her, and then she caressed Blake's similarly bloated form, "Isn't t-this just _great _B-Blake…? I've made sure we'll get to have _all _the babies we can…"

Blake just stared dumbly at the underside of Ruby's bed, groaning.

Feeling the hot, bubbling sensation and the churning in her uterus, Weiss braced up against Blake, eager to show herself strong in bearing this single mighty brood. Her belly continued to stretch as all that excess cum had nowhere to go, and thus began to form _still more _baby Ursula within her, and Weiss found herself not only dripping, but that her arousal was practically _streaming _from her entrance. Soon however, she got so bloated that she could no longer manage to remain upright even on her knees, and both her and Blake's stomachs began to undulate wildly as though carrying a dozen kicking babies at once, and the huge, building pressure finally compelled Blake to cry out.

"WEISS! IT'S TEARING ME A PART!" She couldn't take it – and obviously wasn't sufficiently _grateful _for all the pleasure she'd received, but Weiss let it pass. All that meant was that she wouldn't have to compete with Blake to remain its favorite. With a contented sigh, Weiss relented, letting the glyph in Blake's pussy flicker out. At that very _instant _a torrent of Grimmlings _burst forth _from Blake's snatch almost as though fired form a _cannon _owing to all the pressure that had built up inside, and over a _dozen _little Ursula thence issued forth from the warm dampness of Blake Belladonna's vagina, leaving her wholly spent.

Weiss screwed her eyes shut, grasping the sheets, "_Just… a little.. Ohhhhh!_"

She couldn't hold it in anymore, and with a shuddering moan, her glittering false hymen shattered from within, allowing the abominable little offspring that the Ursula had made within her into the world. She exalted in incoherent pain and bliss as her first _handful _tumbled form her pussy with some force, then she _pushed, _and six, seven, eight, _nine _came out, but she was still _huge... _Still more Grimmlings crawled out under their own power, but more slowly now, and Weiss felt a gush of her juices follow them out – and then _again _when one of them suckered onto her clitoris to pleasure mother for all he was worth. As Weiss's back arched, she lined up her dilated cervix and birth canal just so that her _fourteenth _very nearly simply _fell out, _so loosened was she, and with one last moan of unbridled carnal ecstasy, she birthed her last three, and collapsed. Lack of space in the womb had made all of the Grimmlings a fair bit smaller than their previous brothers, but time and Aura consumption would cure that swiftly enough; all Weiss concerned herself with was that she'd done it, and now she just wanted to sleep again… But then her eyes fell upon Blake once again, gasping and violated, and she looked away.

""H-hey Blake..."

"Mmmm...? The Faunus responded weakly, so much of her mind still centered upon the _blaze _between her legs.

"Are... you okay...?"

"I-I think so..." Blake breathed, "But Weiss...?"

"Yeah...?"

"Let's... uh... _ask each other _next time..."

"Yeah..."

**So… that about does it for all the core ships! I hope you enjoyed that… I know I did… Next time is Blackwing-John's Prospective Teacher OC Amber Chere, here for an interview with Goodwitch… and it's gonna be hot… **

**After **_**that, **_**we'll be revisiting Blake in class with a little surprise, but once we get through that, the choice is still open. At time of writing, I've got 4 votes Cinder/Mercury/Emerald, 2 votes Jean/Pyrrha, and 1 vote anonymously contributed OC Serra Lansel (AKA Tramp Stamp) domming an Ursula. Just like last time, I'm still **_**open **_**to other ideas, but I'm probably doing these first unless you want to write up a chapter yourself and contribute it to our little tentacle menagerie. At any rate, I hope you continue to enjoy. **


	32. Rosa Fleur: Satisfaction

Rosa woke up in her bed, and let out a deep sigh. She'd been having such a lovely dream, and now it was over, interrupted by the sun streaming through the window of her dorm room. She moved to sit up, but was stopped by a slight pressure around her waist, causing her to smile. She lied back down in the bed, and rolled over to see what she considered to be the most beautiful face in the world.

Lying next to her was another girl, who in many ways was the opposite of herself. Next to her was her partner at Beacon, Scarlett, and, since halfway through their second year, her girlfriend. Rosa smiled broadly as she ran her fingers through Scarlet's shoulder length hair, which, despite her name, was closer to maroon in color as opposed to scarlet, which, in turn, was in opposition to Rosa's butt length pink hair.

While kissing the other girl, Rosa felt a slight rush of lust rush through her body, causing her to move one of her legs between Scarlett's. Rosa stopped herself quickly as she realized she was beginning to go into heat, for while Scarlett was human, Rosa was Faunus, and, as she pulled herself away from her girlfriend, she felt her cat ears begin to return to their normal position after she'd instinctively flattened them on her head when she'd felt lustful. Sitting up in bed, Rosa shook her head. After being partnered for over three years at this point, Scarlett had more than come to terms with Rosa's need to fuck for several days every month, but Rosa couldn't help but feel bad about it afterwards. She loved Scarlett, and she couldn't bring herself to not feel guilty for sleeping around.

Rosa quickly stood, and looked around, the couple's other teammates had already left the room, and a quick glance at the clock showing it was before noon on a Saturday, told her they'd travelled to Vale for the weekend. Rosa quickly removed her light blue nightgown and tossed it to the side while she walked into the dorm's bathroom, and turned on the shower. After the water warmed up to a temperature she liked, Rosa stepped inside, and quickly aimed the shower head so that the water sprayed over her vagina. She began rubbing herself before quickly inserting several fingers to begin pleasuring herself. Being right at the beginning of her heat cycle, she wasn't unbearably horny quite yet, however her body was already more sensitive to touch than it was normally, and she quickly felt a warmth build up inside her. She ran her left hand over her breasts as she pushed her fingers even further inside herself. She quickly came, her warm fluids spraying over her hand, and quickly began dripping onto the floor of the shower.

After riding out her orgasm, Rosa felt her body begin to relax as she redirected the shower head to spray the water on her pink hair as opposed to her pink pussy. She knew full well that the relief wasn't going to last all that long before she felt herself growing horny again, and knew that the feeling would only be much harder to eliminate the next time. Deciding to make full use of the time she had, Rosa stepped back out of the shower. To her dismay, Scarlett was still asleep as she stepped back into their room.

Strutting over to the closet, Rosa felt her face fall as she stared at her clothes. She went over this same thing every month, her own clothes were a little too… restrictive for what she was going to be going through, and being the weekend, it would be a rather odd sight to be seen walking around in her uniform. However, she smiled as her eyes fell on one of Scarlett's tops. A loose fitting, black crop top that would be perfect. Quickly putting on one of her own black bras, she fetched the top and put it on. While Scarlett was far from flat chested, Rosa's breasts were large enough to cause the top to ride up and expose more of her stomach than it was supposed to, but it was far from being considered obscene. She also grabbed one of Scarlett's longer skirts that went with the top, and put it on. Being taller than Scarlett, the skirt stopped just above her knees as opposed to just below them as it would have on Scarlett. After a quick internal debate, Rosa decided to forgo wearing a pair of panties. The last time she'd worn them in the middle of being in heat, she'd torn them trying to take them off as quickly as possible. Slipping on a pair of sandals, she quickly walked down to breakfast.

The cafeteria was nearly beyond crowded, something that quickly reminded her why she preferred to eat breakfast around noon as opposed to eight or ten in the morning on the weekends. The other reason was that most of the students in the room were first or second years this early in the morning, causing the fourth year girl to feel awkward as she walked through the large room. As she ate, she gradually felt herself begin to grow horny once again, and she started absentmindedly rubbing herself as she finished eating, her urge to have sex beginning to overpower her self-restraint as it did every month. A sly smile appeared on her face as she saw a first year boy gaping openly at her due to being in a position to see what she was doing under the table from where he sat. Still having enough restraint to not bring herself to climax in a crowded room, she only placed one finger in herself before quickly removing it and placing it in her mouth seductively as the boy continued to stare. After finishing her food, she made an inviting motion towards the boy as she walked into the bathroom.

Inside the bathroom, she leaned against the back wall, and began waiting, both hopeful that the boy had taken the invitation, while also hoping he hadn't so that when she eventually convinced herself to leave the room, she could return to Scarlett, and have her… Rosa let out a low level moan as she began rubbing herself once again thinking about it as she leaned against the back wall, opposite the door. The sound of the door opening got Rosa to look up again, the boy had taken her invitation, and followed her into the room.

Rosa quickly made her way to the boy, shoving her tongue into his mouth as the door closed behind him. He returned the kiss for a moment before Rosa ended it and took to her knees to take off his pants. As soon as his pants were off, Rosa began feeling his cock, already hard in his pants from his miniature show earlier. Rosa immediately pulled his underwear down and began to suck on his cock, causing the boy to grunt in surprise and pleasure for a few moments before Rosa stopped and, with one final lick, stood up again. She quickly hiked up the skirt, and pressed her crotch against his, rubbing herself on his cock before letting it penetrate her.

The moment she felt the cock rub against her insides, she let out a moan, and reached a hand under the crop top to tease her breasts. The boy began thrusting, but his inexperience caused the motions to be sporadic and awkward, causing Rosa to become increasingly frustrated. Pushing the boy to the ground, she took over the movements herself as she sat on his crotch. As she rocked her hips back and forth, she removed her top and bra, tossing them aside. After she did this, she teased her breasts even more, letting out a loud sensual moan. The boy, however, couldn't keep the motions up, quickly cumming inside of Rosa before she had even come close to feeling satisfied. Letting out a frustrated cry, she stood back up, the boy's cum dripping out of her and back onto his cock. Before she could do anything else, the boy hurriedly left the bathroom.

Alone once again, Rosa closed her eyes and began to rub herself furiously, and she was close to putting her fingers back into herself when something else entered her first. Rosa couldn't bring herself to care as she arched her back, and let herself slide down the wall she'd been leaning against so that she was sitting on the floor, her legs split giving whatever it was that was penetrating her easy access. Rosa sat there, feeling it push further inside her slowly as she let out a moan of deep pleasure. After nearly a minute, whatever it was that had been penetrating her quickly removed itself, causing Rosa to groan in frustration once again, as she quickly opened her eyes and looked around, seeing nothing but the clothes she'd been wearing on the floor.

Frustrated, she removed her sandals and the skirt, and tossed them to the side as well, and moved to sit back on the floor, when she felt cold slimy… things twist around her wrists, and pulled them upwards. Looking up, she saw the black tentacles that were wrapped around her arms. Despite part of her mind telling her to be afraid, Rosa couldn't help but feel annoyed. "Look," she said in aggravation, "if you're not going to let me masturbate, you better fuck me silly." As if it was listening, several more tentacles began reaching out of the vent nearby and began crawling up her legs, allowing her to be held a foot above the ground, before two of the tentacles quickly penetrated deep within her pussy, causing her body to shudder with pleasure. The twin tentacles were moving at odds to one another, as one pushed deeper, the other moved back out, the movements causing Rosa to moan loudly as the tentacles rubbed against her insides.

The twin tentacles slowly adjusted their rates until they were moving at the same time as two more joined them, filling her vagina, and nearly driving her crazy as she came closer and closer to climaxing. The thrusting motion moved through her entire body, causing her breasts to bounce with each thrust. As a fifth tentacle penetrated her, this one in her ass, she was brought over the edge. Her cum coating the tentacles as they continued to rub inside her. They continued like this until she reached orgasm a second time, coating the tentacles in even more of her cum. Afterwards, they began to slow down, and started moving one at a time again. First one would push itself deep, then a second, then a third, and finally the fourth pushed itself in, before they began reversing the process back out, causing Rosa to nearly scream in pleasure as yet more tentacles began to descend from above onto her.

The newer tentacles wrapped around her arms before pushing her breasts together, as another one moved from below her, rubbing against her clit as it moved past her pussy, up her stomach, and between her breasts. The tentacles held her like this, fucking her pussy, ass, and tits all at once, causing Rosa to moan louder than she'd ever moaned before in her life. After she came a third time, she felt herself beginning to enter a daze as her body relaxed, the urge to fuck beginning to leave her. The tentacles, however, were far from done and kept pressing her for a fourth orgasm, a second tentacle beginning to fuck her tits as it did. She came so quickly that had the circumstances been different, she might have been embarrassed, now however, she was in what felt like a coma of pure pleasure as a third tentacle began to fuck her tits as it pushed her for a fifth orgasm.

After it came, the tentacles pulled away from her, leaving her lying on the floor, panting, her hair spread out behind her. After a few minutes, she was beginning to think it had left her for good, before she was quickly proven wrong, as she felt another tentacle brush past her cat ears, causing her to purr. As if her purr had told the tentacles she was ready for more, two more tentacles moved down over her shoulders and pushed her breasts back together, as a third penetrated her pussy again, and began moving slowly, twisting as it went. The tentacle took its time to rub as much of her insides as it could as it moved through. Doing the same as it slowly exited before beginning the process again, causing her to moan slowly.

As her insides were being rubbed, the tentacle that brushed against her ears returned, and began playing with them, causing her moans to be interspersed with purrs that filled the room. The pleasure she got from having her ears being played with blended in with the pleasure from her loins, causing both sensations to feel even better. As this was happening, another, much larger tentacle rose off the ground so that she could see it above her breasts. It moved to her, and teased her mounds, rubbing against her nipples that had long since gone hard. After teasing her breasts, it began to fuck them furiously. The large tentacles fast movements caused her breasts to jiggle wildly, only held in place by the twin tentacles at Rosa's sides. Dazed from her previous five orgasms, her sixth was met only with a seemingly halfhearted attempt to arch her back as her legs bent inward, no longer being restrained. The tentacle inside her continued pushing her further and further despite this.

The seventh orgasm was not her own, however. Instead, a large bulge moved down the largest tentacle, the mass of the hidden Grimm's sperm spewing out over her face and hair, entering her mouth as she started moaning once again after her most recent bout of purring. She sloshed the cum around in her mouth, letting it coat her tongue as the large tentacle moved down her body, spraying more cum out as it moved, the second burst coating her breasts, the third coating her stomach, and the fourth coating her legs. Rosa swallowed the cum in her mouth as the tentacle in her pussy began to redouble its efforts, beginning to move more quickly as two more tentacles joined it, filling her even more.

Rosa moaned loudly as the salty taste of the cum lingered in her mouth. The tentacle playing with her ears stopped, and moved away. Rosa might have complained, but with the three tentacles remaining inside her, she almost didn't notice. Letting out another large moan as the familiar warm feeling of a coming orgasm began to build inside her _again_, the tentacle returned, coated in cum it had picked up from her hair. It plunged itself into Rosa's mouth, holding itself in place, twisting slowly, allowing Rosa to lick the cum off of it. Letting out yet another moan as the tentacle exited her mouth, Rosa could feel herself reaching the very edge of orgasm. She was pushed right over it when the free tentacle started scooping cum off her jiggling breasts.

As the tentacles pushed her further, riding out her orgasm as much as possible, the tentacle that had collected the cum returned to her mouth, and reentered it, letting her lick off even more cum. As she finished licking the cum off the tentacle in her mouth, the three tentacles in her pussy pulled out, and the four of them departed along with all the others, leaving Rosa lying on the floor covered head to toe in glistening white seed. Rosa moaned tiredly, exhausted after her seven orgasms as she reached down and began rubbing her hands over her cum covered breasts. Feeling a small amount of amusement, she couldn't help but play with the cum before bringing it back up to her mouth to clean it off her fingers before collapsing back onto the floor entirely, passing out from satiated exhaustion.

**Surprise again! Once again, we're back ahead of schedule with something different from what I'd planned, because another reader who'd prefer to remain anonymous submitted another chapter for our reading pleasure! You know who you are, and your effort is appreciated! Also, courtesy of the same, we'll be seeing more of Rosa and Scarlet in the not-too-distant future as well. Next time (unless **_**another **_**reader offers a new chapter first) will be Blackwing-John's OC teacher candidate Amber Chere, as previously planned, so you can look forward to that. As always, I am open to request/suggestions. **


	33. Amber Chere: Interview

"You just have to get through the interview Amber…" Prospective teacher Amber Chere chided herself, in the bathroom, not particularly looking forward to the formality, "Then once you _have the job _it'll probably be a lot more fun…"

The blue-platinum blonde huntress had come to Beacon Academy seeking a teaching position, and had an appointment to interview with one Glynda Goodwitch in about a half an hour. In the intervening time, she had stepped into the ladies' bathroom. Holding the hem of her strapless yellow-orange dress hiked up as she flushed, she tried to motivate herself for the interview, "It'll be _fun! _What's more fun than teaching kids to fight monsters, right?" Little did she know as she adjusted her glasses on the bridge of her nose and reached down to pull up her panties again that she herself would swiftly be taught _exactly _what could be more fun…

"_Oh my…_" Amber suddenly something wet and slimy invited itself into her pussy, "W-what have we he-EEE!" Chere squealed with involuntary delight as eight inches of _whatever it was _filled her, beginning to wriggle around inside, "Ooooohh yeah! That's the stuff!"

Not even bothering to look down and see _what it was _that was having her, Amber sat back down on the toilet seat. The mysterious member pulsated and tickled her insides, and she could feel herself dripping around its girth already… She'd never been _this full _before – _Well, except maybe that ONE ti-IIIIIMMMMEEE! _

"_Oooohhh_… Aren't we naughty…?" Amber giggled as she doubled forward in response to a _second member _plunging into her ass. Very much in mind to seek pleasure first and ask questions later, Amber worked her hips on the seat as though daring more pleasurable extrusions to come and violate her, and she was not disappointed. A third tentacle emerged from the water, though this one did not penetrate her – instead, it pressed itself to the sensitive bundle of nerves just above her entrance and began to rub her, stimulating her to a moan and making her cum.

Gasping and clutching her knees to steady herself as the pleasure steadily intensified, Amber gaped. Beads of sweat formed on her brow and her breathing grew heavy. Granted, she hadn't exactly _expected _surprise sex in a school bathroom stall today, but whatever was doing this had already made her cum once, and she felt a second orgasm building already, so she wasn't about to complain. Her high heels tapped loudly on the tiled floor each time her body jerked and convulsed, and with each pulsating thrust inside her, Amber's vision grew blurry and she started to drool.

_L-let's think A-Amber… _She mused dimly, _H-how many different ways i-is it p-possible to get fucked in a bathroom when you're b-by yourself? _She could hear the water sloshing around in the toilet bowl as the ministrations continued to become more and more vigorous, _And through the… p-PLUMMING! _

Amber's back arched as her juices gushed into the water below for a second time, and her white knee-high stocking clad legs lifted clear off the floor as her body spasmed with pleasure. It was then that Amber Chere _saw _what it was that pleasured her, as two more slimy black tendrils coiled around her upper thighs, holding her legs aloft though leaving them free to dangle and jerk below the knees as the aspiring teacher continued to receive _overwhelming pleasure. _

"O-of c-course!" She moaned, logical reasoning rendered somewhat more difficult while getting the _fucking _of her _life_, "U-Ursula! Absorbing! _Aura-AAHH!_ Through _intimate… c-CONTACT!_"

As the _pounding _in her ass and pussy synchronized, Amber decided that she could be enjoying the experience _even more. _Releasing her hold on the toilet seat with one trembling hand, she reached up to the neckline of her strapless orange dress and took hold. When the tentacles next hit home on those most sensitive places in her ass and womanhood, she yelped in pleasure and _wrenched _the bodice of her dress down, taking the C-cups of her bra with it and letting her breasts spill free. Instantly she took a fistful of her own right breast and _squeezed, _kneading and fondling herself to add to her pleasure. Sometimes it _really _paid to know one's way around one's own body…

As she raised her other hand to fondle her left breast as well, the hammering tendrils in her core and rear began to _bounce her _up and down off of the toilet seat. Her lacey orange panties were stretched between her widely spread legs and her high-heels clattered against the sides of the stall. Totally giving herself willingly over to the pleasure with reckless abandon, Amber threw her head back and cried out in ecstasy, "Oh! Oh! OH! YEAH! _RIGHT THERE! RIGHT THERE! That's what Mama wants!"_

As the creature made her cum a _third time, _Amber's hands fell from her breasts as her arms went slack, leaving er not insignificant bosom to freely bounce and jiggle in time with the thrusting, "I… I think I'm g-gonna _LOVE _it here!"

_Precisely _as she said those words, the tentacles binding her legs _yanked _down, causing her high-heels to meet the floor with a loud _click. _Amber caught herself with both hands on the front of the toilet seat, preventing herself from doubling over, but that didn't prevent the slimy, ribbed member from diving into her open mouth, making a _third _ribbed and pulsating member ravaging her body. The thrusting fell out of sync, but that too had its charms; the one to which she was administering surprised but not unwelcome fellatio reached down her throat, then the shaft in her ass plunged deeper, then finally her pussy received a fresh violation. Her eyes screwed shut after the fourth round of this _wonderfully intense _cycle as, unlike before, the member in her womanhood kept right on going, punching past her cervix and causing her stomach to visibly _stretch _as it struck the wall of her uterus. She let out a muffled exclamation of pain, but the discomfort was swiftly subsumed into the flood of pleasure sent through her core by the slick ridges of the member inside her. Her body _quaked _as she was overwhelmed by pleasure of the flesh, but none of it could compare to what was to come next.

Amber grunted as the _first _bulge hit her ass. It stretched the muscle as it _forced _its way in, before spewing its hot, sticky payload _deep inside. One… two… three… FOUR! _She barely managed to keep a lucid count of all the cum being pumped into her ass, each ratcheting up the pressure inside her until the fourth made her feel like she would explode, when the member plugging her ass finally withdrew, allowing the Ursula's cum to flood out of her ass in a torrent. This was small relief though, as the cum-filled bulges swiftly returned, only this time, the creature's seed spewed down her throat and she had to swallow. She was at once more ready and more _eager _to swallow by the second load, she was greedily sucking on the member until the last inch of it pulled out of her mouth and licked the cum from her lips before once again _swallowing_, shuddering with delight as the one final member hammered to climax in her womb.

"Oh yeah! _Oh yeah! Give it to me!_"

And so the Ursula did. Amber Chere _wailed _in bliss as first one, then another, and still more and more of the Ursula's seed pumped directly into her womb, filling it… stretching it… _bloating it _until the seams of her strapless orange summer dress began to struggle. Then and only _then _did the member unplug her vagina, and it was like uncorking a bottle, for all the cum pumped inside _poured out of her _and into the toilet bowl as she tried to steady herself. "_Uuuuuuuhhhh…._"

As cum – both hers and the Ursula's – _spewed _from her pussy Chere _shivered _with delight, "_Fuck… _I haven't had sex _that good _in… ever…" Then a certain detail of the Ursula's reproductive habits crossed her mind and she groaned, "Oh _shit…_"

Taking a deep breath, she moved a hand to her stomach to feel the first signs of her insides bubbling up with its offspring. She'd never quite taken the stories about Huntresses getting _impregnated _by these things seriously, but _first-hand _experience was a hell of a way to learn. It felt like so much hot sand sloshing around inside her at first, at least until the baby Ursula started to take shape and expand within her. With her ample and well refined Aura though, the Grimmlings grew at a shocking rate – even by their already hasty standards – causing her to grasp her smooth, flat stomach one minute, and in the very next moment her abdomen stretched like a balloon. Amber cried out in sustained pain and jubilation as her cervix drew open and a dozen slick little tentacles began fondling her insides in preparation to leave her womb. As the first little Ursula began to squeeze down her birth canal and plopped into the toilet below, Amber squeezed her eyes shut and grunted, rubbing her clit as fast as she could to mix some more sexual bliss in with the discomfort, but full as she felt as the little bugger squirmed through her, she couldn't _quite _manage to finish before it got out, and the same followed with baby boys two and three, leaving her belly empty.

"Oh come on! Just one more!" She protested idly as the small Ursulas squeezed down the drain, leaving her to drip cum from her ass and pussy, "Oh _fine… _You'll know where to find me…"

* * *

After thoroughly cleaning herself off and righting her dress again, Amber _finally _departed the bathroom, considerably more hot and bothered than she'd previously been. It was the aphrodisiac coating on the tentacles of course, and she _knew that, _but it didn't stop her from feeling _really hot. _Still, she had an interview to get to after all, and what the hell, _Having sex with the boss always works, right? _That assumed, of course, that she ever _made it _to the boss-lady's office, which seemed less and less likely and indeed _necessary _with each passing step. Not only were her legs a bit shaky, but it was becoming increasingly clear that she was going to be _very wet _for a while… _And are all the students that hot…? _

For the most part, Miss Chere managed to behave herself as she passed the various students in the hall, but when she finally _did _reach Goodwitch's office, to which she'd been directed by the front desk, she couldn't resist anymore, especially since it was _Pyrrha Nikos _of all people that was passing her by in the hall. Amber waited on pins and needles for the red-head to pass her by, and then, grabbing the doorknob to Goodwitch's office in one hand Amber reached out with the other under the passing girl's skirt, grabbing the waistband of her panties and stretching them, before letting them slap back up against that _luscious _Mistralian ass. As the girl yelped and turned to face the offending older woman, Amber simply winked and waved seductively before disappearing into the head teacher's office.

"Hello~" Amber called from the anteroom with probably just a _bit _more enthusiasm than was appropriate, "Amber Chere here to interview for that teaching _position…_"

"…Come in…"

With her best sensual _strut _Amber proceeded in as bidden, perhaps puffing out her chest a bit as she entered, but she halted in the doorway, _immediately _noticing a few things that seemed… off… For starters, the _gorgeous _woman sitting opposite the desk was breathing heavily, her cheeks rouged, and Amber smirked at the sight, job prospects forgotten; _Either she's REALLY nervous about giving the interview or she's almost as horny as I am~ _

And then there was the _sound. _A wet squelching noise coming from behind the desk, _over and over… _Licking her lips, Amber strutted around the desk, emphasizing the sway of her hip sand the _click _of her heels, "It's… _Glynda… _right?"

"A-actually Miss Chere… you needn't come around; D-do have a seat…"

But she didn't listen as she came between Goodwitch in her chair and the desk, going down onto her knees, rolling up the teacher's skirt to find that her pantyhose had been torn open, and that there was a ribbed black tentacle emerging from beneath the teacher's golden bush and reaching down to plunge into her ass., "Oh… Boss-lady.." She closed her fingers about the pulsating shaft, which _immediately _pulled out of Goodwitch's ass and became erect in Amber's hand. Her eyes went wide with delighted surprise, "I'm _sure _I can be of _use…_"

"M-Miss Chere-_Oh!_"

An eminently _lustful _Amber Chere had silenced her future employer by taking her throbbing shaft in her hand and _stroking, _and then wrapping her lips about the head of Glynda Goodwitch's _huge cock. _Goodwitch's fingers clamped around the arms of her chair as Amber sucked her off, working her head up and down faster and faster sucking harder each time until –

"_Ugh…" _Goodwitch's eyes rolled back as her Grimmling came into Amber's mouth, and she swallowed.

"How was _that…?_" Amber purred sensually, standing an pulling her panties down, "But I have _other skills too…_"

Gasping for breath, her red eyes wide, Glynda breathed, "Y-yes…?"

Straddling Glynda in her seat, Amber slowly lowered herself until she felt her folds brushed the bulbous head of Goodwitch's cock, and then let out an eager sigh, before _slamming _herself down onto the pulsating shaft. Moaning loudly and shamelessly, Amber worked her hips back and forth, side to side, getting her prospective boss _all the way in _and reveling in the sensation as she hit that _one _perfect spot inside her and she came onto Glynda's lap. Shuddering in pleasure, she reached up to grasp the neckline of her dress again, _yanking it down, _"_Let me show you my qualifications…_"

As her interviewee's breasts fell free, Glynda was overpowered with second-hand lust, violently bucking her hips again and again _and again, _fucking Amber into an unsteady daze on top of her. Then, all at once Goodwitch rose from her chair with an animalistic growl of lust, lifting Amber with her, and slammed her interviewee backward onto her desk, scattering pens and paper as the force _rippled _through Ms. Chere's body, and Glynda pounded her relentlessly even as the prospective teacher struggled to retain her wits. When she did, Amber wrapped her legs around Glynda's waist bucking her own hips in time with the pounding. It was great – _fantastic – _and besides, she had to let the boss finish too…

Uncomfortable as it had been, Amber was languidly coming around to the thought that maybe letting the Ursula impregnate her had been worth it, as the boss-lady certainly seemed to be enjoying her breasts. Eventually though, Goodwitch decided that she wanted Amber from behind, and so _pried _her legs open, _flipped _her onto her stomach, and continued to fuck her doggy style, groping her breasts as she began taking her faster and faster.

"Oh! Oh! _Yes! Whatever you want!_" Amber cried out as her future employer grunted in orgasm, and Amber was _filled… _

Gasping, Amber Chere held herself halfway between upright and doubled over on Goodwitch's desk as Goodwitch pulled out. She heard the more senior huntress collapse back into her chair, a wet splattering noise hitting the ground as the Grimmling left her pussy. Amber knew what was coming next – or at least, _she thought _she did – but the strength and refined nature of both of their auras had enhanced the creature's seed, and rather than a clutch of small Grimmlings, a single, _massive _young Ursula was growing inside her. For the moment though, she turned to face her 'interviewer' and eased herself to sit on the desk and opened her mouth up to speak, but all that came out was a pained grunt as she clutched her stomach. Amber yelped, tearing up as her stomach suddenly ballooned in size, all that expended Aura allowing the beast to grow with _shocking _speed, ripping the seams of her dress at the sides.

"Oh _FUCK!_" Amber screamed as her breasts further swelled and milk began to spray from her overfull teats, her stomach reaching and exceeding the size of a watermelon and then beyond, "TOO FAST!"

As her womb bloated to the size of a _beach ball, _several wet, glistening tendrils _burst _from her womanhood flailing and grasping at empty air as they searched for something to latch on to so that the creature could haul its huge form out of the constrained space of Amber's vagina, even with her cervix fully dilated. The tendrils found purchase around Goodwitch's thighs, and thus anchored, all the Ursula's other tentacles _erupted _from Ambers' pussy and latched on as well, save the two that instead began to fuck the exhausted blonde teacher, bringing her yielding body to orgasm almost _embarrassingly _quickly. Amber's breathing came rapid and shallow, her eyes first squeezing shut, then bulging wide, and she _screamed _as she pushed… pushed, _PUSHED! _

Finally, the creature's huge body compressed and contorted as its ponderous bulk extruded from her vagina _ever so slowly _as one two... _three feet _of it came out of her before it finally fell to the floor and its shape restored to a more round form as it was no longer constricted. Her labors complete, Amber Chere collapsed back onto the desk as both teachers tried to catch their breath, the huge baby Ursula crawling away.

"S-so.." Amber breathed.

"Yes… M-Miss Chere…?"

"Did I get the job?"

**Well how was that? Big thanks to Blackwing-John who contributed his OC for our entertainment, and I know I for one enjoyed writing her. As things stand now, after Blake's chapter, were at 4 votes Cinder/Mercury/Emerald, 2 Votes Jean/Pyrrha, and 2 votes Tramps Stamp, but that's still open to opinion, so don't hesitate to let me know what you'd like, to see next, or if you have alternate suggestions. **


	34. Distraction

Port's class was always a somewhat dull affair, Blake found, and given recent… _events… _it was almost impossible to focus on. Between only just having come off of heat and her little _glyph BDSM _session with Weiss that weekend, Blake's mind was anywhere but Port's exploits. After a long talk, they'd come to the understanding that Weis had been under the influence of the Grimmling, and in that regard Blake wasn't exactly _blameless _either, so they'd resolved not to talk about it again. Still, knowing there were _God knows _how many of those things crawling about now – no small number of them birth from _her own womb_ – Blake couldn't help but be on edge. What happened next, however, threatened to push her over.

Suddenly, Blake's buttocks clenched together in involuntary response to the feeling of her ass being _filled. _Her eyes widened at the sensation slowly filling her posterior from within, a thick, fleshy extrusion coming from inside whose ribbed length sent shivers of tingling awkward ness through her body. Blake fought to control her breathing as the extrusion reached her exit and pushed against the seat of her panties, her mind racing as she realized what it was. _But h-how!? I... I wasn't-OOH!_

Blake had forgotten – if she'd even noticed in the first place – the tiny runt Grimmling that had crawled into her ass when she'd been so totally _mobbed_, and it hadn't left since. It had managed to evade notice thanks to the mild anesthetic quality of the coating it secreted, eliminating any discomfort where it had attached to her insides. Now though, its instincts were taking over, and as a prelude to breeding, it was fucking her ass from the inside out.

_U-unbelievable! _Blake panicked, glancing from side to side to see that, in the first place, Yang was _napping again, _and in the second, neither Weiss nor Ruby seemed the slightest bit attuned to her predicament, _T-this can't be-, _But Blake's stubborn attempt to refuse acceptance of the reality that there had been a very small Grimm lodged inside her for a few days now which she had failed to notice was interrupted as the seat of her panties was abruptly covered in something wet and sticky, causing her to squirm in discomfort, _This is disgusting! _

Apparently, Blake's backseat passenger wasn't particularly content with the arrangement either, as it slowly began to extrude more of its length and curved forward, slithering along the contours of her underside before prodding her entrance…

_Oh God no… Not in class… _Blake silently begged, knowing what would come of it if _that _tentacle took her in the middle of Port's lecture, with no escape for _forty-five minutes… _Blake's dignity was a non-consideration to the squirming abomination inside her though, and without further hesitation, the slightly thinner than usual black member slipped between her folds. She tried to limit her squirming; Blake couldn't decide what was worse: that it was inside her in class- _at all! _She corrected herself with a shake of the head – or that it _wasn't big enough to fill her… _Oh it sent tingling waves of pleasure through her alright, and it moved in and out _surprisingly fast, _but it didn't _stretch _her at all, and couldn't brush against all of her and- _WHAT AM I THINKING!? No, no, no, no, no, no, NOOOO! _Blake grimaced as, not even close to getting off herself, she felt a hot spray of cum enter her, and a weight hit the pit of her stomach, _What am I going to do!? _

Yet Port's lecture droned on, and the rest of the class listened – or pretended to at any rate, completely oblivious to Blake's problem. Sinking as deep as she could into her chair as she felt her stomach tie itself in knots, Blake's ears flattened under her bow, and she swallowed. Resigning herself to it now, Blake took a deep breath, and as _discretely _asp possible, pulled her panties down and stepped out of them with one foot before pulling the undergarment back up and out of sight at her upper thigh under her skirt. _Let's not make this messier than it needs to be… _

She tried leaning forward, setting her elbows on the desk to conceal her condition as the first signs of swelling began, though for the moment concealed by her clothes. While this made the changes less obvious though, it was _immensely _uncomfortable, but she maintained the position nonetheless, as her belly rapidly filled out her blouse, and her buttons began to struggle around her midsection, and her bust wasn't doing much better… _Fuck… I've got to be pushing an E now… _Blake lamented, though her swelling cup-size swiftly became least among her worries as the buttons on her blouse began to give out one by one. Hastily, she undid her Blazer before the last button gave, so at least she'd have _that much _to protect her decency when it was over, but it was too late to save those on her white blouse, as one by one they began to pop off from the bottom up….

Blake _desperately _tried to mask any discomfort on her face as her stomach swelled to the size of a melon, her bloated womb pressing against her thighs through the pleats of her skirt. Glancing nervously down at herself, Blake saw her creamy stomach bulging out of the now-buttonless lower part of her shirt – though mercifully, the buttons at her bust held – _barely – _even if the clasp of her bra strained. Another furtive glance to the left told her that Weiss was preoccupied with notes at the end of the table, and between them, Ruby was doodling, and with Yang _asleep _at her right, at least no one was seeing this. Her relief was short-lived though, as she was forced to stifle a grunt of pain when the contractions began. Her seat was instantly _drenched _as Blake's 'water' broke, and she trembled as the first questing tendril inside her reached down into her birth canal to pull its owner free.

"_Erm-!_" Blake frantically choked off her squeak as the grapefruit-sized Grimmling pushed its way down to her entrance, but then got stuck between her folds and the wood of her seat. Blake squirmed in her seat as pleasure mixed with discomfort, the little Grimmling's tendrils wriggling out from under her one at a time, some reaching up for purchase, others down, grappling her clit or the edge of the bench respectively and very nearly making Blake moan aloud, but she didn't have the excuse of being in heat this time, so instead she merely whimpered silently. Blake was at once immensely relieved and filled with dread as the thing _pulled itself _out from under her, compressing its wet, slimy form as it extricated itself from her pussy, making her cum in the process; She couldn't handle that again _and _keep quiet, let alone _twice. _Recognizing this, with as much subtlety as she could possibly muster, Blake lifted herself off of the bench in time for the second of her brood to leave her body, and though she winced at the slight wet slapping noise as it struck the wood, it would be too quiet for almost anyone else to hear, and by the time the third and last came out, Blake sighed with relief and sat back down… only for the little runt's member to extrude from her ass again and enter her to sow another brood…

_Oh come on! _

As Blake was being impregnated for a second time, the first Grimmling to depart her womb skittered along the floor until it found itself between two black boots. Largely because she'd yet to replace her ruined leggings from the first time she'd been taken by the Ursula, Ruby had taken to knee-high socks of late, leaving that much _less _material between the newborn Ursula and the Reaper's snatch. As if realizing the vulnerability by instinct, the creature reached up, winding its tendrils about Ruby's knees and hefted itself onto the bench between her legs. In one motion, even as the Crimsonette's eyes boggled and she tried to close her legs, the Grimmling reached forward with one tentacle, pulling aside her red cotton panties, and suddenly pulled itself inside her.

"EEP!"

All eyes were on the young reaper in an instant, not least of them, Ports, "Miss Rose?"

"S-sorry sir… I-I had to sneeze…" Ruby lied through her teeth.

"Oh… very well then; do try to keep it down in class please Miss Rose; let's not make a habit of this,"

"Y-yes Si-EER!" Ruby squealed again as the Grimmlings ribbed cock sprouted from her vagina, "S-sorry… I had to… sneeze… again…"

After a dubious look, Port nevertheless launched straight back into his lecture, turning to face the far end of the classroom. Ruby meanwhile, felt her body start to grow hot at an _alarming _rate, and began to panic. She didn't want to go on another rape spree… but Weiss was _right there… _and plenty of her silky white leg was visible and… _M-maybe just ONE ra- WHAT AM I THINKING!? _

But the cock twitched and _throbbed _as it stretched against her panties, and it wasn't long before Weiss, who's attention was still on Ruby from her little outburst, looked down and saw the bulge under her skirt. As Ruby continued to fidget uncomfortably, Weiss glanced back up to her eyes and confirmed her suspicion with a smirk. Without so much as a word, Weiss moved her hand under Ruby's skirt and cupped the bulge in her girlfriend's panties and began to stroke…

"W-_Weiss-!_"

"_Shhhh…_"

Ruby fell quiet – well, as quiet as she could manage – as Weiss's fine, dexterous fingers gripped and slid up and down her shaft, sending waves and waves of _relief _through her. Ruby's breathing got shallower and shallower, coming faster and faster as Weiss's pleasurable ministrations gradually intensified, and she let out a silent sigh of bliss. Moments later though, the pleasure stopped, and modestly annoyed and disappointed, Ruby opened her eyes to look pleadingly Weiss's way… only to find that Weiss wasn't in her seat anymore… She was under the desk… _between Ruby's legs… _

"_Weiss, what are you doing-?_"

"_Just hush and enjoy it~_" Weiss cooed in response, completely ignoring Blake's horrified stare from their right, and indeed the fact that Blake's stomach was all but bare and dramatically swollen.

Ruby's crimson eyes widened as Weiss pulled up her skirt, _pulled down her panties, _and took hold of Ruby's pulsating shaft in one hand, before parting her lips and inserting Ruby's twitching member into the warm wetness of her mouth. Ruby shuddered as the Schnee Heiress's lips closed around her cock and began to suck, sliding slowly and deliberately down her six-inch length, taking her all the way into her mouth and deep-throating her. Ruby's knees began to tremble as she felt her pleasure beginning to rise faster and faster until finally she let out a strangled grunt, she loosed a hot jet of cum into her girlfriend's mouth. Weiss swallowed greedily, then jolted slightly when she felt her own entrance teased by a larger tendril under the lectern, rubbing against her lower lips, though not penetrating her at first. Shivering in pleasure herself from the stimulation, Weiss leaned in again and _licked _from the base of Ruby's shaft at her folds all the way to the tip, beginning to suck her off again, and resolving to _keep _doing so until the tentacle pleasuring _her _had the courtesy to get her off in class _properly _this time…

The elder tentacles at play did not bother to _tease _Yang though, as she woke with a start as two _adult _tentacles invited themselves into her pussy. At that exact same moment, the latter two Grimmlings of Blake's first brood of the class both pulled themselves under Yang's blouse, squirming and writhing their way up to the blonde's milk-swollen teats. Yang's response to this intensified sequel to her last in-class experience was to, once again, feign sleep – this time because any attempt to sit up would expose the two pulsating _bulges _sucking on her breasts beneath her blouse. As one of the _damned nymphomaniac _octopod Grimms _squeezed _down on her breast, that bulge under her blouse deflated somewhat, even as milk sprayed from her nipple to soak the thin white material from within, the other relaxed, slumping back down and making the comically large breast-shaped bulge on the other side of the blouse larger. Yang clenched her fists and gritting her teeth, a blush building on her face as she saw her _teammates _in related 'predicaments…' _A-at least these ones are just… the arms… _Even so, it was enough to make her cum in the middle of class, only _just _managing to keep from moaning aloud… _and my shirt's soaked… it'll practically be see-through when class is over! _

Meanwhile, sitting alone in the row directly above and behind Team RWBY, none of her teammates having this session of Grimm Studies, Likos Haima had a very _different complaint. _There was the tentacle currently _fucking her ass, _yes, but _more importantly _Weiss was going down on that ROSE CHICK! It wasn't _fair! _Rose was only like, _FIFTEEN! _Indeed, as a second tentacle rose to stroke her clit under her skirt, Likos was losing the ability to distinguish between the arousal and the _jealousy _bubbling in the pit of her stomach, even as one fed the other.

_Fuck I wish I had a cock… _Likos lamented as the stimulation made her hazy, _Then maybe she'd suck me too… or I could just fuck her… either w-OH GOD!_

Likos' wolf ears flattened against the top of her head and her tail stood on end as a third tentacle _plunged _into her pussy, tearing a hole clean through her drenched panties and making her cum _embarrassingly fast… _

_SHIT! _Likos breathed heavily, _I-I bet that's what it's like for R-Rose to have-_

Likos' heart stopped. So did her brain. Just about the only thing that didn't was the arousal dripping down her thighs; Weiss was looking at _her. _The heiress didn't _stop _sucking her partner off, but as she did so, she looked past a pleasure-dazed Ruby _straight _at Likos, and _winked_. Right then and there, Likos came again.

On the opposite side of the lecture hall, Jean Arc was trying _very hard _not to _cry_ as the tentacle in _her _pussy _corkscrewed _deeper with _glacial _slowness. It was bad enough that she and Ren had to attend class with no prospects of restoring their original sexes, but sexual violation _by FREAKING TENTACLES _was just too much – _especially in class… _She'd gotten a few laughs and weird looks the first time she'd shown up in class in a girl's uniform as… well… _a girl, _but all of that _paled _in comparison to the _huge, undulating helix _inside of her, putting more and more pressure on her most sensitive place… When Pyrrha's fingers wove together with hers though, Jean glanced over, and her eyes shot wide as she realized that Pyrrha had it even _worse. _

The slimy black tendril violating Pyrrha at the same time had no compunctions about going _full tilt, _it seemed, as first eight inches, a foot, two feet, _a yard _disappeared into her pussy. The squirming tendril forced _right past her cervix, _causing the spear-fighter's face to contort in pain, only for that to transmute into open-mouthed ecstasy as more and more of the tentacle slithered in, getting progressively _thicker _as the length within her already coiled in her womb, beginning to _stretch it. _Another _foot _of tentacle asserted its claim to the Mistralian's womanhood, it's girth thoroughly spreading her folds now, but still more and more of it kept coming.

_Four feet… Five feet.. FIVE AND A HALF!_Much like Blake, Pyrrha began losing buttons on her blouse now as well, though not because the tentacles had left her with child. The huge and building mass of the tentacle inside her writhed and _pulsated_, not only stretching her belly beyond the size of a full-term mother, and thus costing her several blouse-buttons, but also making her belly visibly roll and undulate as the tentacle squirming inside her trying to optimize the amount of its own length inside her as much as possible. Pyrrha knew she should be _mortified, _but as the whole pulsating column _filled her, _she could only feel the pleasure. The tentacle's coating had anesthetized her to the pain that she was dimly aware that she _should _be feeling, and filled as she was, her orgasm didn't so much spray from her as _flow _around the penetrating tendril as it pulsed and flexed all the way to her core and beyond.

Chancing a glance to the side, Pyrrha could see that Ren and Nora weren't spared either; Ren was doing her very best not to react, though the effort showed on her face – if only just – while Nora… was _unsettlingly giddy… _Eagerly Nora worked her hips as the thing fucked her, but clearly none of her teammates were being as _thoroughly _raped as the Mistralian spear-fighter. Yet all the mass of the tentacle burrowing inside her _paled _in comparison to the _tsunami _of ecstasy that ravage her body as, all at once, the whole _unbelievable _length of the penetrating member _yanked _out of her like a serpent striking in reverse.

"_AAAAOOOHh!_" Pyrrha cried out as both the tentacle and her juices departed her body at _shocking speed, _drawing the attention of _everyone _in the classroom.

"M-Miss Nikos!?" Port gasped with surprise.

"S-sorry…" Pyrrha profusely apologized, blushing furiously in tandem with her shamefaced apology. Jean looked to her pleadingly, eyes _begging _Pyrrha to come clean for them both so something could be done, but she would be disappointed… Squeezing her legs shut as modesty and shame overtook her, Pyrrha stared into her lap, "S-sorry… there was a… a spider…"

Ren facepalmed, before spasming slightly as a second tentacle entered her, yet _somehow, _Port bought it, "Well… alright then…"

In the front row, on seat from the end, Serra Lansel gaped in disbelief, _He can't be THAT thick!_ She knew an _orgasm _when she heard one, and while Port could be _thick, _it didn't take a genius to tell that something was off here. _Most of the class _was red-face and breathing heavily, and by a curious bit of coincidence after those two guys form JNPR and _all _of CRDL turned up as _chicks _a few days ago – _some hotter than other – _along with a few other guys skipping the class – and Serra didn't blame them – the _entire _class was female today, and unless Serra's eyes were going, _most of them _looked like they were getting some… In particular though, Serra's eyes fell on that girl across the classroom that'd gotten pushed up two years from Signal, and next to whom _Weiss Schnee _had suspiciously disappeared, and her thoughts flashed back to the locker room just the other day, _Hey! That's the brat who – wait… why are her eyes-?_

Serra's eyes snapped to the right as her partner, Miku Sakura, emitted a mousey squeak. The busty brunette was somewhat confused at first, but her eyes widened when she saw that Miku was squeezing her legs together and there was a slick black _tentacle _reaching around behind her on the bunch and probing her ass under the skirt, _What the-? First a stupidly fast girl with a dick, then then fucking OCTOPUS-Grimm pregnancy, and now-_

Serra's ire fizzled out as she felt something prodding between her own legs now, and _slowly, _she looked down. She almost didn't notice it at first – the bulge in her skirt that was – but she _definitely noticed_ when it began rubbing her clit through her panties. She reached down to grab the offending tendril, but then it pressed down all the harder, and she stiffened, _Oh… that's… that's good stuff… Fuck it, I can live with this… _

Relaxing into her seat, Serra let the fist-sized ribbed member slither over her clit and began working its way up her bare stomach underneath her uniform's blouse. She felt her own breathing steadily grow heavier as the bulbous head pressed up against the underside of her right breast. Given the… _swelling _since the little chick in red had _raped her _in the locker – not that she _really _minded so much; it had been one of the most _intense _fucks she'd ever gotten after all – she'd taken to wearing one of her open-cup bras, and as a consequence, the fleshy nozzle of the ribbed shaft was pressing _directly _into her substantial bosom.

_You like that…? _Serra thought, as though engaging a _freaking tentacle _in pillow-talk, _Well don't be shy… _

And it wasn't, a moment later, the pulsating head was squeezing between her breasts, held together by her open brassier, sending ripples of sensation through her engorged mounds. She didn't need to reach up with her fingers to tell that her nipples were stiff – hard for them not to be when every little motion the tentacle made had to rub over her _clit first, _and each passing moment brought her closer and closer to getting off. As the head of the tentacle began extruding from between her breasts though, it curved to the right, over her right breast and slowly coiling around. Serra shivered when, as the tentacle reached the underside of her breast again, it began to _constrict, _causing milk to dribble from her peak even as it finished its circle and kept going, between her breasts again and then starting to wrap her left tit now. It was a good thing she wasn't standing, because by the time the tentacle reached her cleavage for the _third time, _squeezing through the tight space between her breasts and beneath its first two passes, her legs were trembling so much that they would have given out. Only _then _did it begin to thrust, squeezed tightly between Serra's constricted mammaries, it fucked her tits with aplomb, each upward _plunge _the loops of ribbed tentacle about her breasts tightened, pumping a fresh spray of milk from her teats and, as the ribbed column surged back and forth over her clit, it made her cum.

_Oh fuck yeah! _She let out a quiet sigh of sexual bliss, the pulsating member continuing to fuck her cleavage all the while, and she began to buck her hips in time with it, not much caring who saw – _Chances are most of them are getting fucked too anyway… _she rationalized as a bulge passed over her clit and she came again as it swiftly made its way through the remainder of its length and exploded form the head, spewing cum all over the inside of her blouse, _I bet they aren't enjoying it as much as I am though~_

She was right on both counts, as it happened; by the last half-hour of class, _every _student in the classroom had a tentacle, Grimmling, or _both _either caressing or penetrating _at least _one orifice, each and every one of them squirming or quietly whimpering in ashamed pleasure, all either too embarrassed or _horny _to tell the professor what was going on. Pyrrha was taking it _by the foot _again, Jean had progressed to double-penetration, and Ren to triple, while Nora took an insemination tendril to the pussy. The 'girls' of Team CRDL all tried and failed to cover their entrances, and the benches all over the lecture hall were covered in cum and arousal. Yang's back hurt and her breasts were sore after almost _twenty minutes _of being used as the Grimmlings' _dairy cow, _and Blake's face contorted in pain as, _finally, _the orange-sized runt Grimmling dislodged itself from her insides and extruded itself from her, only to have its place in her stretched ass promptly taken by six inches of a much larger Ursula's tentacle as she delivered her fourth and, mercifully, _final _brood for that class period, her womanhood practically _ablaze _with unwelcome sensation. Ruby, for her part, had lost track of the number of times she'd cum – both onto her seat from her natural entrance and _into Weiss's mouth _courtesy of her passenger – and she didn't really _care… _Weiss had enthusiastically swallowed _each and every time, _though Ruby couldn't know that the Heiress had resolved to _keep _sucking her off until the tentacle that had spent the better part of the last _half hour _flicking and teasing her through her panties got it over with and _fucked her until she couldn't feel her legs… _but no such luck, so Ruby kept right on enjoying both the feeling and the _idea _of the Heiress to the Schnee Dust Company giving her a blow-job. It was a good feeling…

**Well now, I hope you enjoyed that enough to forgive a little deviation from the script, as we've covered a great deal more than Blake here, haven't we? Additionally though, I am regrettably striking Jean/Pyrrha from the lineup, which is why I made a point to get to them here, because that was pretty much all I had in mind for them, save a different setting. That bit of bad news aside, next chapter will be Cinder/Mercury/Emerald, and before we conclude, I have a question for you; it's been suggested to me that I might use other Grimm for scenes (cannon and non) and I was wondering thusly; would you like to see that here, or should I keep it separate in a different fic? That aside, I do hope that you've enjoyed this, and have a good night. **


	35. Cinder, Mercury, & Emerald: Threesome

Mercury Black returned to the dorms after a long day of not putting much effort into pretending to look interested in classes. Things had been rather slow since they'd infiltrated Beacon, and he could only wolf-whistle at _so many _chicks before it lost its appeal. He needed _something _to do… _At least till Emerald finally realizes she's got the hots for me… _With a self-satisfied smirk, Mercury unlocked the dorm room he shared with Cinder and Emerald, inviting himself inside, and stopping dead as the door shut behind him.

"What the…"

For once in his life, Mercury Black was speechless. The first thing he noticed was Emerald, _naked, _hanging by the wrists, which were bound by a thick black tentacle. She was moaning like a whore, _begging for more _as her legs were held widely spread and her breasts jiggled and bounced with every savage thrust into her pussy. As for who was doing the pounding… Cinder, her hair disheveled, eyes alight with predatory lust, and hips bucking a mile a minute. Arousal dripped to the floor between them, and Emerald's legs jerked wildly as she got the pounding of her life.

Mercury's startled gaping slowly became a lascivious smirk as he watched his two cohorts fucking each other blind, "Alright…"

Without a second thought, Mercury moved behind Emerald, all the while Cinder never stopping and Emerald not even _noticing _as he unzipped his pants. It didn't take long for him to get hard reaching around to grope the moaning thief's breasts, causing milk to spurt from her nipples, much to Mercury's brief, if not displeased surprise. When he was ready, he grabbed hold of Emerald's buttocks and pulled them aside, presenting her asshole for his pleasure.

"_AAAHHH!_" Emerald _wailed _as Mercury pushed his length into her ass, "F-_fuck! MORE!_"

His lecherous grin broadening, Mercury obliged, pulling out and then driving his cock _back into her drawn ass. _The double penetration was uncoordinated at first, jostling Emerald this way and that as Mercury groped her tits and Cinder sucked on them, and Emerald _drooled _in overwhelming pleasure. With each passing thrust though, Mercury and Cinder began to slip into sync, throbbing cocks plunging _in _at once, and pulling _out _together as well, driving the green-haired thief wild.

"OH! OH! _OH GOD Y-YES!_"

Emerald shuddered, all of her muscles clenching, then going slack as her orgasm gushed down over Cinder's naked hips, and with a grunt, Mercury picked up the pace, fucking fast er and faster until he finished, groaning loudly, "_Oh fuck yeah…_"

Last to cum was Cinder, pumping cum up her protégé's pussy, "_That's right Emerald… _you want it~"

"Y-_Yes!_"

"And _Mercury…_" Cinder let out a sensual drawl as she quite suddenly pulled out of Emerald, "How nice of you to join us…"

For his part, Mercury didn't pull out, "Fucked if I'm missing _this…_" as if to emphasize _this, _he took hold of Emerald by the waist and bucked his hips into her again, causing her to yelp, "I've been waiting for a chance to _bone _this piece of ass _forever…_"

A wicked smile drawing across Cinder Fall's lips, she snapped her fingers, and the tendril binding Emerald's wrists pulled forward, forcing her to bend over with Mercury still firmly plugging her ass. She _squirmed… _"Now…" Cinder intoned in a husky voice, "_Fuck her again…_"

"With _pleasure…_"Spreading his legs for stability, Mercury set about the task of _fucking Emerald afresh. _She moaned all the while, her breath hitching with each thrust _in _and pitch dipping each time she pulled out. Mercury _reveled _in her tightness and the sound of her naked breasts slapping against her chest with each jerking motion. Suddenly, a fresh tendril surged forward between Mercury's legs and _plunged _into Emerald's pussy as well, and Emerald's back arched as pleasure _spasmed _through her, her whole entrance utterly filled as her stomach began to bulge. So focused was Mercury as he satisfied himself upon his partner that he hadn't noticed as Cinder had slipped behind him, and when he felt his pants being pulled down, it was far too late…

Cinder Fall _slammed _her glistening, ribbed _cock _into Mercury Black's ass with such _violence _that the boy's jaw fell slack. Surprise at being anally violated didn't stop him from fucking Emerald though, not even as Cinder proceeded to fuck _him, _and had a tentacle in turn fill her own ass. Each thrust originated in Cinder's ass, which she passed along to Mercury, who in turn bucked his erect manhood into Emerald in time with the tendril in her pussy, causing both her dripping teats to jiggle wildly and her swollen stomach to sway as well. Each motion began and ended with the Ursula's tentacles as they were all fucked in unison, each repetition bringing them closer and closer to climax.

"OH GOD!"

"I'M-!"

"_CUMMING!_"

A tremor rocked through all of them as the tentacle in Cinder's ass bulged with cum, which _exploded _into her shapely rear, whereupon she jerked her hips more violently than ever as she sprayed her own Grimmling's hot seed into Mercury. He groaned in pleasure as he too was filled, before cumming into Emerald's ass in time for the thief's orgasm to spray wildly from her vagina as the tendril pulled out. Emerald cried out in ecstasy as her juices gushed forth, only to have her exhortation transmute into a scream as her cervix opened up within her and her brood struggled with one another to escape from mother's womb. As they squeezed down and out of her womanhood though, the pain became pleasure again as one, two _three, FOUR _of the wriggling black babies spewed from her pussy in quick succession, leaving her in a daze…

"F-fuck..." Mercury gasped, breathless.

Cinder, however, was not yet satisfied, and grabbing Mercury by the collar, she _yanked him _out of Emerald, who was then aloud to collapse to the floor by the tentacles while Cinder _threw _Mercury down onto his back. Great black member still twitching, Cinder straddled him, lowering herself over Mercury's persistent erection. She flinched with pleasure as the head of Mercury's cock first brushed against her already stretched folds, but she didn't hesitate, and, taking a breath, she _slammed herself down. _Her insides struggled to accommodate the second shaft now occupying her pussy, but as a consequence, every movement – every slightest _twitch _– sent paroxysms of ecstasy through her body as she rode him, her Grimmling cock slapping wetly against his stomach each time she bucked her hips. She rode him like a horse – _a stallion – _bucking her hips faster and faster, with less and less control as Mercury's cock pleasured both her natural walls and the internal length of her borrowed phallus until finally, forcing herself as far down his shaft as she could and _staying there, _working her hips, she came, coating Mercury's thighs and spraying white cum onto his stomach.

It wouldn't end there though; Cinder was _insatiable, _and seeing her mistress's lust A shaky Emerald crawled over. Mind occupied completely with lust, Emerald got up, straddled Mercury's _face, _and reached out to pull Cinder in for a kiss, It was sloppy as Emerald tried to slip her tongue into Cinder's mouth, only to have the attempt reversed on her, but she didn't care; Cinder could _dominate her _any time she wanted, and Mercury… he wasn't doing a terrible job eating her out either… But that still left Cinder's ribbed, pulsating cock, and that simply wouldn't do…

Without a thought in her head save perhaps to earn Cinder's gratitude, Emerald reached down and began to stroke the member, and when Cinder _moaned _into her mouth, Emerald wrapped her fingers around it and began to jerk it off. At that moment though, it was Emerald herself who was driven to the moon and back, as first Mercury's tongue extended to probe her sensitive insides and _Cinder _grabbed each of the thief's nipples between two fingers and _pulled, _milking her onto the floor on Mercury's either side. Emerald came again then and there, directly into mercury's mouth, and he swallowed her juices. He himself was next, ejaculating into Cinder's already thoroughly _filled _pussy, only to have his cum met with a fresh flood of her own and a hot jet of Grimmling seed which sprayed all over Emerald's stomach.

Finally satisfied, Cinder Fall collapsed to the floor, the Grimmling withdrawing its member back into her. Emerald, for her part, toppled forward, exhausted and now without motivation to continue since Cinder had finished – it just so happened that as she fell forward, mouth agape, that Mercury's cum-drenched cock found its way into her mouth, but she didn't even have the energy left to spit him out.

**Well, how was that? Not as long as other chapters have been recently, but I like to think it does the job; I didn't want to overdo the set-up this time, and I figure we all know what this story is by now… At any rate, next chapter will be Serra Lansel and Miku Sakura, and after that… Cyborg Penny! It is kind of about time… Before I close though, I have another question for you all; it's been suggested to me that I should fudge with canon a little more and have Summer Rose get tentacle-raped – **_**possibly **_**with Ruby – and I've been giving it serious consideration. The question then is would you prefer she still be alive and physically present, or should it take place in Ruby's dreams for a little more Freud? While you mull that over, I'll call it a day, and hope you look forward to the next one… **


	36. Serra Lansel & Miku Sakura: Dominance

Serra Lansel wiped that little bit of persistent sweat from her brow as she returned to her dorm after her last class of the day; combat practices. That Mercury guy could really put a girl through her paces… Jean Arc on the other hand... not so much… _Though she does make a cute girl… _

She heard _one _of her teammates in the shower, but they all took _forever _in there, so she might as well be alone, as she stepped out of her boots, leaving them at the foot of her bed. All of her teammates had been a considerable measure longer in the shower since that Rose girl had _raped them _last week, as if an extra half hour in the shower every day could scrub away the 'dirty feeling' of having been impregnated with and _giving birth to fucking tentacle Grimms, _but on reflection, Serra herself was surprisingly little bothered by it; she didn't necessarily consider herself a _hedonist, _but sex felt good, right? And even the pregnancy had kind of been a rush – she wasn't quite sure what exactly was going on at this school, but if it felt _that good _she wasn't about to complain. As she dropped her sienna fatigues and undid her similarly colored corset, she let her white blouse hang free, not _quite _covering her copper-brown panties, carefully matched with her bra and hair. She was in a mood where she'd probably welcome one of those Ursulas – or whatever they were called – right now; she always needed a little _something _after a good fight… or at any given time really. She wasn't picky.

In her two years at Beacon, Serra had made a point of being _available _to any of her female Faunus classmates that found themselves in heat, and had never been one to turn down a good time if one of her male classmates had offered. The Faunus liked her just fine, mostly because they just _really _needed to get _fucked _and were less particular as to the 'how,' but the guys… suffice to say that Serra Lansel had only had _one _repeat male caller – and he was nice, but he graduated… More often though, Serra had to provide for her own satisfaction – and that was fine too; didn't have to worry about anyone but herself that way…

One by one, Serra unbuttoned her blouse starting from the top and working her way down, unveiling more of her sizable bust and then smooth, but toned stomach with each. Soon enough, her blouse hung freely open, and she lay down on her bed, her ample bust on full display for none but her own pleasure as the sides of her button down top fell to either side…

"God I love being hot…" Serra whispered to herself, not without justification, as she slipped her hands under the cups of her bra. There was that Xiao Long chick… Nikos… and Schnee who were probably bigger attention-getters than she was, but she was pretty damned sure that _she _got the most action, and that was how she liked it… even if she did have a way of scaring partners away… "_Someone _always wants some…"

She felt herself begin to dribble a bit from the nipples as she squeezed and kneaded her breasts, but with the exception of that tentacle in class earlier, she hadn't really done much with her tits since getting pregnant, and there wasn't all that much left to squeeze out by now. It was almost a disappointment really; it was kinda kinky, but it wasn't like she _needed _the extra size, and she was still _stupidly sensitive, _which was all that really mattered. She moaned softly in self-induced pleasure as she felt her panties starting to dampen, and before long, the fire she was lighting twixt her legs _demanded _something a little more…

One hand still _firmly _grasping her right breast, she reached over to where she had set her weapon aside – segmenting Dust-infused spear _Lancelot - _to draw it to herself. She clutched its shaft to her body, wrapping one bare, full leg over it as she put it between her legs. With a lustful moan, she began grinding herself against it, waves of pleasure emanating from her weapon through her clit to the rest of her body.

"Oh _fuck…_" She cooed, "That's right…"

Yet as the heat pooled in the pit of her stomach, Serra wanted more, and so she ran her aura through the shaft of her spear, causing the inlaid red Dust crystals to glimmer to life and began to heat up. Clenching her thighs about the lower segments of her spear, she twisted the upper two-thirds, separating them but for the chain that bound the links, and allowing her to squeeze the lower length of her weapon against her folds through her panties. Taking hold of this lower section, she more vigorously began to pleasure herself, sensually _licking _the spearhead until her aura control lapsed for just and _instant, _and the smoldering heat pressing against the lips of her pussy intensified, and her back arched in orgasm, the literal heat that had surged through her leaving her glistening with sweat. As she came, utterly drenching her panties, she jerked her weapon sharply down, inadvertently cutting open her D-cup bra at the front and nicking her sensitive breast near the peak.

"_OH SHIT!_" She cried, but it had felt _so good…_

Her ruined bra slipped from her breasts to either side as she breathed heavily, chest heaving, and she allowed the Dust to flicker out again. She wasn't particularly upset though, because she always bought relatively cheap lingerie – she preferred it when a lover _ripped it off _anyway – and she was far more captivated by the little drops of blood on the swell of her right breast… Licking her lips, Serra reached up to clutch her bosom and lifted it to her lips, licking the crimson trickle from her peak before her aura patched the nick, reveling in the sensation of her tongue slicked over her own breast. The twinge of iron on her tongue bore no small reminiscence to her spearhead, and she loved it – both the way it stung _just a little bit _and the way that it set her peaks stiff and erect.

Serra's sensual daze was abruptly shattered by a piercing scream from the bathroom. _Miku? _Serra leapt from her bed with a start, she didn't bother to right her clothes, simply letting her open blouse hand open baring her cleavage in full as she hurried to her partner's aid, failing to notice how the bathroom door was opened when it previously hadn't been. Once inside, Serra's eyes went wide with shock.

Miku's screams had fallen silent, though not from an abatement of the distress – rather, because her mouth had been filled with a glistening black tendril, muffling her frantic struggling complaints. Still more tendrils bound around Miku Sakura's legs, prying them wide open, and the pink-haired archer's arms had been bound behind her back even as she was pinned to the wall several feet up from the floor. Miku's eye bulged in wide-eyed distress as the creature plunged still another pulsating tendril into her supple ass, causing her nubile body to convulse in shock and revulsion in time for the tentacle in her mouth to pull out, allowing her to splutter and cry out as her fine ass was raped.  
"_HELP!_" Miku screamed seeing Serra as the tentacle formerly occupying her mouth drew lower, pulling a string of saliva and viscous aphrodisiac coating with it as it dipped, though Miku was clearly not feeling particularly subdued as yet, "S-Serra! H-help! I don't want to lose my virginity to this… _THING!_"

Her plea had leapt several octaves as a third tendril ensconced itself in her rear, and Serra drew close. She saw the creature's member as angling for Miku's maidenhood, and seeking to spare her partner what she most resented, Serra took hold of it with a firm hand, clenching her fist about it, and _clenched _until a shuddering squeal sounded from the bathtub and the member withdrew. Serra allowed her to relax just so as she drew nearer to Miku where she was affixed squirming to the wall, the violation in her ass persistent, and Serra placed her hand gently on her partner's virgin pussy.

"Shhhh..." Serra cooed sympathetically, "I won't let this thing have that… But this will hurt a little, okay?"

Miku's eyes were wide with a peculiar mix of fear and gratitude, and she offered a faintest nod of acknowledgement. Acknowledging the understanding, Serra nodded in turn, and after a breath, she plunged three fingers inside. The smaller, flat-chested girl's body spasmed as Serra's three fingers punctured her maidenhood, whimpering slightly at the pain and the pleasure as her partner pumped her fingers in and out faster and faster, and as Serra brought the virgin to her very first orgasm she cried out in ecstasy, no longer concerned with the tendrils of violation which had befallen her.

The tender ministrations were interrupted when Serra felt herself violated – at first just a slimy flick over the outermost folds of her entrance, sweeping aside the dampened fabric of her panties, but then swiftly followed by a _fist-sized _column of ribbed undulation – and the lancer staggered. As the creature gradually lowered Miku's dazed form to the floor, Serra turned to face the greater mass of its body, entrenched within their bathtub, and in so doing lifted a foot and _stomped _on the tendril that had taken it upon itself to _fuck her uninvited_. There was another unearthly protesting squeal, and the force of her foot falling upon it had wrenched the tentacle back out of her pussy, making her shudder with pleasure but not quite weakening her in the knees. When finally she removed her foot ,the creature all at once withdrew its greatest member and hauled itself out of the tub, slithering and groping its way for the exit, unaccustomed to taking victims except by ambush, and Serra chuckled contemptuously as she swaggered after it out into the main dorm room.

"What? _Scared?_" She mocked, planting her foot squarely on a straggling tentacle again as she stepped past the bathroom threshold, "_Good… _You've been a _very bad boy…_" She made a _very _deliberate point of treading on its tentacles all the way as she closed in, holding it to the spot, until at last she reached it, and pressed down with the bare sole of her foot onto its amorphous, almost jelly-like body, "And now _I'm _going to teach you a lesson…"

It felt slimy and grotesque under her foot, and as she wriggled her toes against its flesh, it gave, almost _submissively… _ Yet the creature itself seemed to have other ideas, shuddering in protest, reaching back with its tendril-like limbs as though to pry her off, but in her right hand she caught two and in her left three, and with a sadistic smirk, she _yanked _back on them even as she dropped to one knee on the monstrosity's slimy black body, "Time to learn how to _treat a girl…_"

"Lesson _one…_" Seductively, she _licked _one of the tentacles in her right hand before purring, "Always be _gentle…_" she said even as she dug her knee into the creature's gelatinous mass to elicit its incoherent protestations of agony, "_Unless _she says she likes it rough…"

Yet even as Serra so violently abused the Ursula, with one of its sparse free tentacles it reached up behind her, searching for purchase, first slapping wetly against her tramp stamp under her loosened, opened blouse and then bend down to wriggle between the small of her back and the waistband of her panties. It quickly slicked down between her buttocks and legs, back up her front, teasing her folds causing the lusty dom to tremble a bit in pleasure before the tentacle _tore down_, ripping her article clean from her hips and exposing her shaven pussy. Next she knew, the wriggling member was inside her, and it was _so much better _than any fingers or cock she'd ever had…

"_Ooohhhh…_" Serra moaned as she let the thing have her pussy and slowly began bucking her hips, "That's _goooood…_" She pressed her body against her captive's undulating mass, feeling her breasts and the yielding mass press together, "Cause lesson _two _is to give the lady what she _wants…_"

Serra shivered with pleasure as the length wriggled deeper inside her, its pulsating girth filling her snugly though not overly stretching her walls. Her breathing grew shaky as the heat pooled in her stomach again, building, building, _BUILDING! _

"_OH FUCK!_" Serra's back arched as she came harder than she could ever remember having done so before. She nearly lost sight of her purpose then and there… but not _quite, _As soon as she recovered herself, she used the tentacles in her grasp to wrest the thing into an upended position , whereupon she _straddled it, _beginning to grind herself against it's softly ridged underside near the sealed orifice from whence its insemination tendril would extrude. She had found a _wonderfully _ pleasurable spot against which to rub her folds as the disoriented creature's tendrils flailed in an attempt to right itself, and she bent down towards its front, walking two fingers up its underside before sensually whispering, "That was good… but lesson _three _is to always ask _permission…_"

Yet she continued to grind against it, feeling afterglow transitioning smoothly into fresh arousal which trickled from her entrance onto the creature's slick black flesh, pleasuring her entrance and clit by turns, and momentarily trusting its subdued nature, she finally stripped off her open blouse and cast it aside, "Now…" she whispered, leaning close again, "Since you're being such a _good boy, _I think _maybe _you deserve a reward..."

As if in eager suggestion, the Ursula's lower orifice parted, and out from it began to extrude several feet of its ribbed black member, slipping pleasingly over her clit as its fleshy, bulbous head rose to nuzzle her face. Serra licked her lips, then the member itself, before cupping the undersides of her breasts in each hand. Eager for its own gratification, the creature fitted its member between her sumptuous breasts and began to work itself up and down as she squeezed her mounds together to pleasure it as it pleasured her. Slowly gyrating her hips as she continued to tit-fuck the abomination, Serra first moaned, then found her mouth filled by the head of the pulsating member, which she greedily began to suck. She worked her breasts together vigorously, up and down, _up and down,_ pressing tightly around the ribbed member of her submissive little monstrosity, and feeling herself getting hotter again as her bestial partner intensified his thrusting between her soft and obliging tits until it shuddered beneath her, pumping a bulge up through its length and plunging between her tight cleavage to erupt into her mouth.

Serra nearly gagged as what had to be a _pint _of raw cum spewed into her mouth and down her throat, settling in her stomach as she was force to swallow. When the tentacle withdrew from her mouth, she, like Miku had, let out a spluttering cough and stumbled off of the creature and onto her knees, and before she realized what was happening, the scenario had been reversed. Both her arms were suddenly bound and pulled back behind her and she was forced by more tentacles to bend over, her eyes going wide.

Now _she _was the sub.

Serra Lansel than yelped and cried out in a perverse mix of pain and bliss as her shapely, curvaceous ass was _whipped _by the slimy tendrils. The vengeful black tentacles wailed upon her supple skin, sending a fire through her body and leaving welts on her otherwise perfect skin. It was humiliation, debasing, _dehumanizing, _the way that it physically abused her… _and she loved it… _By ten lashes arousal had begun to seep from her pussy. By fifteen, it _streamed, _and by _twenty… _

"_OH FUCK YES!_" She wailed, "_Whip me! Beat me! I've been such a BAD GIRL!_" Her back arched, and she came merely from the demeaning abuse, but before she had come down from the experience, a tentacle entered her pussy. "Oh God!" she screamed as a second tendril joined its brother, "_Fuck me MORE!_" And a third, each wriggling and plunging into her at once… By the time the _fourth _tendril hit, she was bent forward, her face and breasts pressed to the floorboards as she whimpered and moaned in overwhelming pain and hedonistic pleasure when the tentacles all pulled her open in opposing directions. Her pussy was held wide as a yawning chasm as her eyes rolled back in her head, only for her face to screw up as the creatures great, fist-sized member forced its way into the yawning maw of her pussy.

"Yes! _Yes! _I want it! I _need it! PUNISH ME!_" She screamed as the fucking reached a fever pitch, whereupon the great tendril abruptly pulled out of her pussy and then _plunged _back into her ass this time, just before the hot jet of cum exploded from its head, filling her insides, and she was yanked up to an upright kneeling position as two, three, four jets of cum sprayed into her ass and arousal very nearly _rained _from the yawning opening of her pussy. Then, lifted by the arms and by the pounding in her ass, Serra was hefted from the floor and then bodily hurled across the room and against the wall at the side of her bed.

Serra's head swam as the cum gushed from her ass and arousal flowed from her pussy more freely than she'd ever experienced, and when next she had her wits, the lumbering form of the Ursula was before her pleasurably bruised body on the bed, raising another tentacle to whip her again.

She whimpered in ecstasy as her breasts now were struck with blow after blow; the creature's punishment for fighting back. It struck her hard – so hard that lactation dribbled from her nipples at the force, and all she could muster in response were wanton moans as the Ursula's tentacles spread her legs, pressing her back so that her knees were practically pressed into her breasts, so doubled over was she as it mounted her bodily and extruded its member again, directly into her pussy. It fucked her, _raped her, plowed _her not-so-virgin soil as its great black mass lurched forward and back, its member reaching deeper inside her with every thrust. She wasn't human anymore – she was the cephalopod Grimm's _bitch, _and it would fuck her to its own satisfaction accordingly. Her feet flailed wildly as the raping intensified, even as she had begun to lose feeling in her legs. She squeaked pathetically as the tentacle inside her punched past her cervix and, between her numb legs, so unnaturally folded against her upper body, a sizable rhythmic bulge formed in her stomach. It was like the way some of the Faunus girls got at their most heat-addled intensity – only the intensity was devoted to _domination _rather than enticement, and dimly Serra realized that she was about to be a mother again.

She had no concept of how long it had fucked her there, and the number of times that it had driven her to orgasm as well. Her mind was very nearly numbed by the constant ecstasy and degradation when the first bulge of the Ursula's cum gushed into her womb, and as the fucking did not cease even then, it pulled her down from the wall and laid her down on the bed, wresting its mass onto her now upraised under-thighs and ass propped up by a few ordinary tendrils as the main member continued to fuck her vagina as it had previously had its way with her breasts ass, and even the self-same womanhood mere moments before, she mindlessly gloried in the plunder, rape, _domination _of her most sacred place as more and more and more of the Grimms seed filled her womb even as the first load began to shift and form the creatures eldritch young within her, but still more and more cum was made to fill her by the moment. Even her arms were numb now as she felt no less than a half dozen of the little Grimmlings wriggling inside her, held within her womb by their father's colossal manhood, until finally, suddenly, it tore itself from her and began to crawl away.

The voluptuous brunette screamed as, at that exact moment, the huge excess of the Grimms hot white seed geysered out of her pussy, followed by_ seven _Grimmlings spurting forth from her womb at high pressure, and then slowly, an eighth and ninth crawled out of her womanhood as her body flopped slackened on her soiled bedspread. Her chest heaved as she lay there, her eyes wide, though in a haze, and a smoldering blaze between her legs, she dimly heard a scream from the bathroom and then, at some length, Miku's wet, unsteady steps sounded from the bathroom, but Serra didn't look to see her naked partner – she was much to affixed upon her own nakedness and the way she had been so completely made the _possession _of the Grimm's lust. It was only when Miku clambered onto Serra's bed that the spear-fighter glanced languidly her way, whereupon her eyes shot wide afresh, though she couldn't muster any force of reaction.

_H-how did Miku get a cock?_ She mused as the unnaturally red-eyed Miku spread her legs, lining up her twitching, borrowed member with Serra's pussy and then thrusting inside. Serra Lansel didn't have the energy to turn it around – all she could do was lay there and _let _Miku fuck her, causing her freshly engorged and lactating breasts to jerk and jiggle with each slap of Miku's hips against her own.

_So good… _

**Well how about that? A big thank-you to the readers who prefer to remain nameless who gave us Serra and Miku, and next time will be Penny! Penny the Cyborg… Because as funny as that scene in Chobits is, it wasn't really that sexy… At any rate, after **_**that **_**will either be Blake getting futa-raped by Leone LeConner from a few chapters back, Ruby, Weiss, and Yang getting teased &amp; milked in the locker room (plus a certain other OC's fantasy coming true), **_**or **_**a considerably **_**larger-**_**than-grapefruit-sized Ursula attempting to take up residence inside somebody (I have an idea, but I **_**am **_**open to suggestions as to who anyway)… _OR _or, if you'd like a break from tentacles after Penny, I'm also entertaining the idea of a oneshot wherein Weiss gets raped by a Nevermore and, on the much tamer end of things, a continuation of 'A Harmless Fantasy' to which I'd also be open to suggestion as to who and how to feature next. As usual, do feel free to let me know which you'd prefer to see along with your thoughts on this chapter. Until next time, do continue to enjoy. **


	37. Penny: A Real Girl

"Oh my! What is that?"

Penny awoke with modest surprise to a decidedly _atypical _sensation. Something under her covers was wriggling wetly between her legs were experience told even the naïve young cyborg that no such slimy extrusion should be. At first it only wicked against her thighs, but then, as she sat up, it drove into that very sensitive place in between her legs, wriggling about inside.

"Oh!" She yelped, blinking in a surprise which might not unjustly be classified as a touch understated, "Well _this _is new!"

Soon the first intruder was joined by a second, this one plumbing her depths from the seat of her nightgown as she sat up in her bead, thoroughly confused but not altogether displeased. For a long while, she just sat there analyzing the peculiarly pleasurable sensations emanating through her body from what one of her maintenance techs had called her 'sweet little rump' and her 'lady bits' every time she had goin in for a tune-up/check-up. She did not know how she was supposed to react to this kind of stimuli, and all she could do was look down at the rhythmically bulging place in under her blankets… Next she knew, Penny was beset by two black tendrils reaching down form over her head, into her collar, and quite abruptly ripping open her nightgown.

"H-hey!" Penny protested, "That wasn't very-!" Yet Penny's nonplused complaint was silenced as a second and _third _tendril coiled around the first and plunged into her pussy, leaving her speechless but for awkward exhortation, "Oh! OH! SENSATIONAL!"

From its sinister perch above though, the greatest of the Ursula was not so pleased as his victim. It could sap her aura like all the others, true, but she was somehow… _different… _Wrenching her entrance open with the three tendrils it had inside her, much to its victim's not wholly displeased surprise, the great Ursula extruded the smallest of its now numerous insemination tendrils and presently filled her with it.

"Oh!" Penny yelped as this newest, slightly larger member penetrated her, probing to the innermost places of her organic body as it went, until it struck a hard, metallic surface within her. In the course of Penny's cybernetic augmentation, certain things had been removed and replaced of necessity, whereas the rationale behind certain other modifications was less apparent – not least among the latter category being the artificial _cervix _against which the Ursula's member now found itself stymied. Primeval anger bubbling within it at this seeming defiance of its domination, the Ursula pulled back its member again, and _slammed it inside _all the harder, but the steel barrier wouldn't budge, "E-excuse me… but if you do not stop you may damage-,"

It slammed its member home again, ignoring her bizarrely tame protestations, and this time met with success as the metal gave and Penny screamed in the manner that the Ursula much preferred. Eager to be done with this irksomely _strange _victim, it hastened the course of its violation of her body, dramatically accelerating the thrusts into her pussy all at once and, after reaching a fever pitch, discharging its sticky white load into her womb like so many before…. It didn't mean to have her a second time, given the difficulties that had been involved, but it had to make certain that it's time was not wasted…

Penny, for her part, had been hanging onto her bed frame for dear life ever since her cervix was forced open, but the overwhelming pain had given way to pleasure again soon enough. She'd never even imagined anything that intense – _and what is this strange white fluid dripping from me…? _

A minute…. Two… five… _nothing… _

One of the consequences of Penny's cybernetic modification was that, unlike all of the Ursula's previous victims, she was completely infertile. The octopus-like Grimm, whose only priorities were to feed and breed, however, did not comprehend this, and was unsatisfied with the results, and so dropped from its place in the ceiling. It landed on top of Penny's bed, startling the girl to no end of fright as her bed _splintered _beneath its falling weight.


	38. RWBY: Got Milk?

Weiss's eyes fluttered open to see Ruby's still-sleeping face mere inches from her own. It was a good sight, and one she'd been getting used to – and it certainly went a long way to make up for her slight disappointment at not having been visited by one of the Ursula's tentacles in the night this time… Still, at least she had Ruby… and a _very _nice view… They'd only taken each other to bed wearing panties – Ruby's red and Weiss's a fair blue of course – though even that much had admittedly been a risk given their diminishing wardrobes and the Ursula's regard for clothes, but in any case, that meant Weiss had an undisrupted display of her younger girlfriend's gently rising and falling bosom…

Weiss licked her lips. At the most pronounced, Ruby's pregnancies and other Ursula-related experiences had swollen her ordinarily slight B-cup bust to a _D, _and even now, her having not been re-impregnated for a few days, and her bust beginning to shrink a bit again, she was still a respectable C, and Weiss _loved it_. As for herself, she'd last had the pleasure of bearing the Ursula's young more recently – and substantially more times besides – and though she was almost constantly mildly _sore _as a result, her own cup size hovered at an almost _comically _oversized D – to the point that her little elastic bandage strategy could no longer hide her rather substantial breast enhancement, though at least when fully dressed and thusly taped down, she looked _attractively _busty, rather than simply _top-heavy… _Still, as problems went, it was a good one to have, and she couldn't deny that she enjoyed the slightly hormonal rush that had become her moment-to-moment experience. If she had a _real _complaint, it was that the more she seemed to milk herself down to minimize her swollen size, the _more _milk she seemed to produce – and it replenished itself unbelievably fast… But that was enough thought about _her teats… _

Weiss glanced over to the other side of the room. Both Blake and Yang's bunks were empty – and the shower was running… _Maybe just a few minutes… _

That decided, Weiss quietly, carefully got onto her hands and knees and straddled Ruby. She spread her legs a _little _wider than was probably necessary and presented her backside as though to _challenge _any lurking tendrils to come and put her in her _place, _but when none answered the booty-call, Weiss contented herself with the pleasure before her instead, lowering her head to Ruby's still ample breast. She licked the peak first, causing Ruby to lightly murmur in her sleep, but not to wake even as her nipple stiffened more than it already had been. Ruby squirmed a bit in her lightening sleep as Weiss's lips closed around her right nipple, but the Heiress was determined to have this, and after a deep breath, she _sucked. _

Ruby's warm and sweet breastmilk flowed past Weiss's lips as she nursed herself at the teat, and she eagerly gulped it down with obvious relish. Ruby's milk was warm and sweet, and then and there Weiss resolved to have it all for herself. She opened her mouth more widely to take more of Ruby's peaks into her mouth. Ruby was beginning to squirm as Weiss switched nipples, leaving Ruby to drip from the first as the Heiress moved to the peak which she hadn't nearly drained of its sweet nectar, and when Weiss took a long, slow lick, Ruby finally awoke with a little giggle.

"W-Weiss! S-stop! That _tickles!_"

"You _love it,_" Weiss retorted, unimpressed by the reaper's protestations, gently rolling Ruby's pert little nipple between her teeth.

"Oh _God…_" Ruby gasped, "T-that feels nice…"

A slight smirk on her lips as she wrapped them about Ruby's other nipple, Weiss not only sucked on it, but _pulled _as well, stretching the already impressive tit as she drank from it, and reveling in Ruby's pleasured little whimpers thinking something along the lines of '_I wonder what it would take to make her squeal…?_'

She didn't have to wonder long; as soon as her supple breast wouldn't give any more, a pleasurably plaintive little whine mixed with her whimpers and her breathing came short and shallow. Moving one hand experimentally between Ruby's legs as she sucked the milk from her teat, it was with no small satisfaction that Weiss found that her adorable little girlfriend's panties were rapidly dampening. She was turned on – as if the whimpers and the way she'd clutched the sheets hadn't been proof enough already…

"You taste good…" Weiss whispered, caressing her trembling leader lovingly and burying her face in Ruby's chest, "And you're _warm…_"

"W-Weiss… Isn't it a little… _early…?_"

"Hush…" Weiss reproached, sitting up on the bed and slipping an arm under her partner's shoulder to pull her into a sitting position partially cradled. She angled a surprised, though not displeased, Ruby's head toward herself, and with her other hand she cupped her left breast and angled her stiff nipple to Ruby's lips. Her peaks were erect enough to cut glass, and she wanted a little pleasurable relief from the pressure built up in her bosom… "Come now… _drink…_"

Ruby's eyes gravitated to Weiss's silken white breast with an appreciative look of awe, "You're so big…"

Weiss rolled her eyes good-naturedly, "Whatever… just drink okay? I like it, but being full makes me sore after a while…"

Nodding hesitantly, Ruby obliged, parting her lips to take her fair-skinned teammate's pronounced nipple into her mouth. Weiss's breath hitched a little as she was finally gratified. Ruby wasn't exactly refined about it – rather, she awkwardly sucked and groped at the White-haired girl's breast more like a newborn at mother's teat than a lover, but Weiss was fairly certain that she enjoyed that more. Ruby was almost rough in her bashful clumsiness, and it created a peculiar mix of the pleasure Weiss had come to know from being dominated and yet still an _intoxicating _sense of control – of being the one in the lead – and she _loved it… _Gently stroking Ruby's hair as she cooed sweet nothings to her younger partner, Weis wrapped a leg around Ruby's before lowering them both onto the bed and reaching down to pleasure Ruby as well.

"_That's right…_" Weiss whispered, herself pleasured by the sensation of milk being sucked from her nipple, sending waves of pleasure through her, and Ruby whimpered in exchange, "_Good girl…_"

* * *

Blake's legs _locked _about Yang's hips as she was lifted onto the counter, their naked bodies pressed together. Forget _heat, _she wanted this anyway, even if biology _wasn't _demanding it. She'd walked in on Yang stepping out of the shower, hot, _steamy _water running down her perfect body din a thousand little rivulets, and Blake had given up before the concept of self-control had even entered her mind. She had to touch – to _feel_ – her partner's hair, her back, her hips, and those _glorious breasts… _

She felt Yang's fingers slip between her legs, in a gasping whisper Blake implored, "_Do it…_" and suddenly Yang had _three fingers _inside her, and Blake was over the moon. Her hips bucked against her partner's ministration, and heat flowed through her body, even as her bare skin was placed against the cold countertop. Each thrust made Blake's whole body wriggle and writhe, causing her to slip farther back onto the counter until she was eventually astride the sink as Yang persisted in pumping her fingers in and out of Blake's pussy. It was driving her _crazy, _and the Faunus saw no way to retaliate until, as her pleasure-dazed eyes listed downward, observing with no small enjoyment the way that Yang's efforts upon _her _body were causing her own melon-like breasts to bounce and jiggle _dramatically, _stiff and erect nipples practically _begging _for attention…

Yang had always been big – a D-cup before all of this had started, unless Blake was mistaken – but now, having been used to mother so many Grimmlings _so many times, _she was _huge. _Engorged and full to the teat, Blake lustfully speculated that her partner _had _to fill a _F _now… or if she let her lust run a little wild with her fancy, perhaps even a _G… _Either way, Blake took a rough hold of one of the huge, _sumptuous mounds _with both hands and locked her lips around the peak, sucking vigorously at the exact moment Yang made her cum wildly into the sink. Yang's warm, sweet milk gushed into Blake's mouth even as her orgasm gushed out of her womanhood, and she purred, sending the pleasurable vibration back through Yang's bosom as she continued to suckle.

So engrossed were the pair in each other that neither took note of the displacement of a ceiling tile, nor the black tendrils reaching down from over their heads. It was only when Yang was bound at both wrists and rather abruptly _yanked _from Blake's sex that the creature's presence was even _noticed, _and when Blake opened her mouth to object or perhaps scream, a slimy tendril promptly dove down her throat. Blake swiftly found her thighs bound and widely spread, as well as her own wrists bound together and lifted over her head, leaving her defenseless and ripe for the plunder, not unlike Yang, who found herself on her hands and knees on the floor. Blake braced herself for the denigrating ecstasy of tentacle-rape, but it didn't come – at least, not in the form to which she had grown accustomed – at first.

No tendrils descended upon her quivering pussy; instead, two of the creature's dark grasping arms wrapped around her breasts, and began to _squeeze. _Blake would have gasped as the constriction bore down on the heightened sensitivity of her breasts, and she could only watch, wide-eyed, as the two streams of lactation gushed from her nipples. Down on the floor, Yang's _massive _breasts were being subjected to the same treatment, their milky payload splattering onto the floor tiles, but unlike Blake, Yang's mouth wasn't filled, and she _moaned. _Yang hadn't been quiet, and Ruby and Weiss were in the doorway in an instant, only to be themselves ensnared.

"Ahhh!" Ruby squealed as another black tentacle wound around her arm, whereas Weiss could only manage a mildly surprised 'oh' before her mouth was also filled with a ribbed, pulsating tentacle, "_Let me g-!_"Ruby struggled, until her mouth doo was filled with smaller insemination tentacle, Yang shortly followed them all to this outcome, her mouth filled likewise. Suddenly, Blake found herself hauled off the sink and toward the bathrooms luxuriant bathtub, the tentacle never leaving her mouth all the while. Blake was winded as she was thrown up against the side of the bathtub, and when she recovered, she saw that not only her, but Yang and Weiss as well were doubled over around the rim of the bath, with a squirming, naked, and muffled Ruby swiftly being lifted into the bathtub. The elder three girls were all held in the same position: wrists bound over head, legs spread in a wide kneeling position, all held firmly in place by the creatures many writhing black tentacles. She weakly tried to struggle, especially when she saw the bulges coming down the lengths of the tentacles in all of their mouths, but it was no use.

The members of RWBY all gagged as the payloads were pumped into their mouths and down their throats, after which the tentacles_ finally _pulled out. Weiss spluttered, a little bit of the fluid dripping from her lips. She would submit to whatever the Ursula wanted, of course, but this was different than what it had done to her before – oh, she'd had plenty of cum pumped into her mouth and down her throat – but this fluid was _different… _as it hit her stomach, it almost felt like a concentrated dose of the aphrodisiac coating of the things tendrils, but it was _so much more intense… _There was a flood of hormonal energy all through her body and her skin tingled with a sensitivity she'd never imagined. She cried out, moaning like a whore when a lesser tentacle slipped between her legs and began stroking – _teasing _– her pussy, but never giving her the satisfaction of _plowing her _and getting it over with, and Blake and Yang were receiving much the same treatment.

Ruby alone was let be, dazed in the tub as the waves of sensation crashed over her, her vision blurring. Everywhere her skin touched the tub – or even elsewhere on her own body – her body was beset with surges of near-orgasmic pleasure. Suddenly she felt a tightness and a pressure in her chest, and she winced, and when she opened her eyes again, the sight stole the breath from her lungs. Her breasts were swelling, and the accompanying feeling of them being _filled _nearly drove her mad. Her nipples were stiff and pronounced, and as her breasts grew sore and began to _throb _because of how _full _they were, she whimpered. At first, the milk began dribbling from her nipples, her breasts presently unmolested save by the flood of hormones she'd been filled with, but her bosom continued to fill, and soon her peaks were _spurting _milk in steady streams, and her eyes rolling back in her head. It was too much… she couldn't help it anymore, and with an utter lack of shame, scarcely even remembering that her teammates – _her big sister – _were watching her as their own breasts bulged beyond even natural engorgement and began to shower her with a half dozen streams of warm breastmilk, she reached between her own legs with both hands and teased her own folds, instantly making herself cum, yet she wanted even more. One finger wasn't enough… two… _I need more..._ the third finger almost did it, and by the time she forced her fourth finger inside herself and _thrust. _She basked in the overwhelming pleasure and the shower raining down upon her from her teammate's breasts, and she came, and came, and _came… _

Yang moaned, bent double as her milk streamed down onto Ruby's face and her pussy was filled with undulating black tentacles. It was the most intense ecstasy she'd ever had – and she'd been through a lot of pleasure recently, invited and otherwise – and the _huge _insemination tentacle surging back and forth between her massively swollen tits was just the icing on the cake. She was barely even aware of herself anymore. Whatever it had done to them, they'd all been reduced to helpless pleasure and lactation, and it sapped their Aura with relentless gluttony as they all incoherently _begged _for more. Each of the three bent over around the tub was having no less than _four _tentacles violate their asses and pussies, and receiving a tit-fuck of epic proportions as the great Ursula's three most prodigious insemination tentacles thrust over clit, stomach, and between heaving breasts, thick, ribbed shafts driving the three 'victims' over the moon.

Blake was utterly limp, hanging over the lip of the tub now as Ruby persisted to furiously pleasure herself in a puddle of all their milk. Blake had cum… _too many times… _The fucking never stopped, even though she couldn't cum anymore… She _really _wanted to… _desperately… _but she couldn't. About all she _could _do was slump there, prostrate as more tentacles wound about her breasts again to more actively squeeze her lactating mounds even as the thick insemination tendril used them to make itself cum all over Ruby. The elder three members of the team were equally spent, unable to do anything but take it as they were continually violated and cum gushed from the heads of the members between their breasts, showering ruby in the thick ooze as well as their milk, and filling the bath with shocking swiftness as more and more seed gushed forth.

All the while, Ruby _couldn't stop _fucking herself. She had to have more… _just one more time…._ And she didn't care how much of the mix milk and cum she was inadvertently pushing inside herself while she tried. She was stuck in that hellish place where she was _right on the edge, _but no amount of stimulation could make her cum again, but that wouldn't stop her from trying… _Maybe if I just get my whole-_

Ruby's naïve thought to fist herself abruptly broke off when she felt her insides begin to turn over. She was submerged to the waist – most of it cum – and in her vigorous self-ministrations had inadvertently impregnated herself. Swiftly she began to bulge while her exhausted, partner, sister, and teammate languidly watched, and she clapped both hands over her pussy in a completely irrational attempt to keep the Grimmlings to come inside her, like they would just go away if she didn't let them out. It was no good though; her belly expanded like a balloon, she felt her insides open up in preparation to loose her self-lovechildren from her pussy into the world. Still, Ruby tried – and failed – to keep her entrance covered, but as one… two… _a half dozen _tentacles emerged beneath her hands and her pussy grossly stretched as _three _Grimmlings at once fought with her hand until she _finally _came that last, glorious time and nearly a half-dozen Grimmlings spilled from her womb.

As the small forest of writhing black tentacles withdrew, Ruby's brood clambered up and out of the bathtub with pick of whatever holes they wanted to invade. One each latched onto Blake and Yang's faces, proceeding to orally fuck them once again, while one slithered its way into Weiss's numb pussy and the last two entered Yang without a hitch; twenty minutes of sustained _quintuple penetration _hadn't exactly left her _tight… _Thus it was that breathless, exhausted, sexually _spent, _Team RWBY faded from consciousness…

**Hello all, and I apologize for the wait. Fear not, I'm not abandoning this story, I've just got a lot going on right now and several other ideas more yet more lovely smut kicking around in my mind, so the slowdown's just sort of been inevitable – though I have in no way ceased to enjoy writing this, so don't let that worry you. Secondly, a couple of people have asked if I would throw in a few **_**male **_**male characters to get tentacle-raped. The short answer is 'no,' but the more complete answer is that I do not personally find men attractive in a sexual manner, and thus can't write decent smut of male characters to save my life – and it's not just men; I have the same issue with Nora and Penny, both of whom e I like as characters, but I just don't find them sexy. **_**That said, **_**if one of you reading this right now wanted to contribute such a chapter (whatever male character you want, or even OC; I'll sort out reversing the genderbending if need be) then I have absolutely no problem posting it – or giving it a shout out if you'd like to post it via your own account. **

**Now then, before we wrap up, I know this isn't the 'locker room' scene I advertised last time, but in the time between now and then, I have reevaluated my chapter progression a bit. For now the tentative (and subject to change if the mood takes me) lineup is thus: Weiss/Likos, Blake/Leone, &amp; Yang/Coco/Velvet, OC Sayuri Fujibaiashi, then **_**someone **_**(as yet undecided) going nuts with some **_**very big futa… **_**Now that quite possibly the longest A/N I've ever written is done though, I bid you farewell until next time. **


	39. Weiss & Likos: Locker Room

Weiss found herself changing alone in the locker room, about to take her combat gear off and change back into her uniform. Yang and Ruby had changed before class into their gear in a hurry, no doubt noting the well-ventilated nature of the space, but Weiss wasn't afraid of the vents – hell, she always welcomed it if one of the Ursulas decided to pay her a visit, so she had been in no such hurry. Blake, curiously, had not left the locker room yet, though she had taken special care to flee to a secluded corner of the space past anyone else's view. She'd been peculiarly _modest _ever since the teams last… _adventure, _but Weiss paid it little mind; after some time, she too had to change, and could only justify waiting around for an illicit rendezvous so long…

It was just then as she was reaching down to unzip her skirt though, that a little _something _that she hadn't been thinking about brought itself to her attention. She grunted as her cervix parted without warning, and the Grimmling which she had forgotten was inside her extruded it's member down her birth canal, _slowly _filling her from the inside out.

"Gah!" She gasped, one hand bracing against her locker and the other flying under her skirt, "_Oh… _so… _so good…_"

She played at stroking her clit initially, but as _all of her _was filled, she gave up trying to _add _to the pleasure and put both hands to the task of remaining standing, the ribbed, undulating cock inside her causing all her walls to clench in pleasure. She'd forgotten that the thing had squirmed its way into her body at their little milking session the previous evening, but at the present time, she wasn't inclined to complain.

As she felt the bulbous head of the member spread her folds from within, her legs trembled and she couldn't hold back a moan. The trembling Ursula cock caused a tent in her panties and slicked her thighs with arousal. She _needed it – wanted _it – and as the cock slowly began to recede and extrude in an alternating rhythm, she _got it… _It was like the first time she'd given herself to the Ursula willingly, its ribbed, squirming girth rapidly pumping in and out of her, only this time she had the privilege of carrying the creature's whole body within her womb, and the overwhelming pleasure was her reward. It was _so much – too much – _and she had to share it with someone-

"Leone! Wait!"

Weiss froze as rushed footsteps and a worried voice entered the locker room. The running footfalls tore off toward the other end of the locker room, passing Weiss without notice, but the voice – more, if not entirely lucid – followed behind at some distance, and Weiss's hazy, reddened eyes turned to gaze upon the wolf Faunus as she walked by…

"Leo-," Likos Haima's voice caught in her throat at the sight of her crush and primary object of desire. She'd been following Leone in hopes that they could both… help each other out in light of Leone's most recent issue, but the sight of Weiss had banished that thought from her mind, all the more so as the Heiress's crystal blue eyes met her own…

"W-Weiss…?"

Weiss blinked in a dazed mix of confusion and languor, "Huh…? Oh… You're… Haima… right?"

Likos swallowed, her eyes irresistibly drawn to the way the Heiress's chest had recently come to struggle with her jacket, and as yet wholly unaware of what had been happening to her crush, "Y-yeah…"

Weiss gave a sultry smile, remembering how Likos had enviously watched as she had sucked Ruby off the other day, and she began to unbutton her jacket, _Checkmate… _

"S-Schnee…?" Likos asked, noticing her beginning to disrobe, and torn between being aroused and alarmed.

"So… Haima… or… Can I call you Likos?" Weiss undid her second and third buttons, "I don't suppose you'd be willing to… do me a favor…?"

Likos was nodding emphatically and _drooling _before she even realized what she was doing, and her bushy wolf tail was wagging wildly at the sight of the Heiress's bolero falling open and the buttons of her blouse following suit, "A-Anything!"

"Good…" Weiss purred, displaying some of her newly voluptuous and creamy white cleavage, "See this…?"

Likos nodded emphatically, licking her lips, "Mhmmm…"

"you want it?"

"Mhmm…" Likos felt herself dripping now, soaking her panties, but she didn't care… Weiss Schnee was offering Likos _her _body…

"Good girl… But you have to _earn it _first…"

Likos nodded, shaking with lust, not fear, but couldn't muster her words.

"_Strip,_"

Likos froze, but it was only for a second – this was _Weiss Schnee _after all; she could have Likos _however she wanted. _Thus, Likos hastily and shakily set about the task of unbuttoning her uniform blouse, her teammate forgotten, as her tail wagged and jostled her skirt. She couldn't throw off her blouse fast enough as her body trembled in anticipation, and she didn't so much 'remove' her bra as _tear it off. _With a flick of her wrist to undo the zipper, her skirt fell around her ankles, leaving her clad in naught but her violet purple panties, which swiftly followed, per the Heiress's instructions. In less than a minute, Likos stood before her beloved Ice Princess stark naked, baring her jittery body for Weiss's approval.

Weiss looked her obedient little pup up and down, nodding approvingly as she appreciated the wolf Faunus's curves, and thought about how _soft _that tail must be. Weiss caught herself licking her own lips now as she pulled the open lapel of her blouse aside to offer her little _pet _her swollen breast, "Good girl… now, have your reward…"

Nodding excitedly, the wolf Faunus came closer to Weiss, kneeling on the locker room bench between them and grasping onto Weiss's left breast with both hands, guiding the pert nipple into her mouth and at once sucking as hard as she could. She felt an immense pleasure pervading her body as she grasped the fact that it was _Weiss's _breast that she was sucking on – almost as much pleasure as the sweet taste of her milk - and any semblance of self-control left to her vanished with the pleasured whimpers emitted by Weiss, whose free breast bounced and jiggled with the wolf's vigorous ministrations upon the other, beginning to dribble milk on its own. The Heiress braced herself against the nearest bank of lockers as Likos satiated herself at first one breast, then the other, before finally, when she was sucked dry, she pried the frenzied wolf Faunus off of herself, grabbed her by the chin, and pulled her into a deep kiss, _sucking _the last of her own milk out of Likos's mouth before stepping back, leaving her breathless.

"Well weren't we thirsty?" Weiss asked smugly, watching Likos' wolf ears flatten and her cheeks rouge with embarrassment wholly unrelated to her shameless nakedness, "Now…" Weiss continued, "Sit down and spread your legs…"

Shaking with excitement, Likos obeyed seating her bare rump on the varnished wood of the bench and eagerly spreading herself for Weiss, her quivering pussy already dripping wet. The Heiress, intent on establishing _ownership _of her new _pup _got down on her knees between Haima's readily spread legs and pressed her lips to Likos' core, "Do you want it?" Weiss intoned sensually, meeting with a whimpered affirmative as she blew a hot breath against the wolf's folds, "Good…"

Likos squealed in ecstasy as she felt Weiss's hot tongue enter her, and her insides spasmed in pleasure. The tongue seemed to be searching her entrance, possibly in search of that one _perfect _spot until suddenly… it _stopped… _Weiss abruptly withdrew her _wonderful _tongue with a displeased grunt, and Likos' heart froze as she looked down to see the Heiress's equally displeased expression.

"You didn't say you weren't a _virgin, _Haima…"

"I-I…" Likos swallowed, remembering how she honestly _had _intended to save herself for Weiss, and then how she'd been raped of her virginity anyway by the Ursula – and hadn't exactly been upset about subsequent visits from the slithering monsters – but would saying that offend Weiss somehow-?

Likos didn't get the chance to formulate the coherent thought though; instead, the Heiress seemed to stagger, and Likos' eyes snapped to Weiss's panties, just visible under the fair haired girl's skirt which might be considered just slightly trashy in it's shortness. Specifically, her eyes were drawn to the rapidly forming bulge in the Heiress's damp white panties, and the Wolf Faunus's eyes shot wide in realization precisely as the throbbing black Grimmling cock burst forth from Weiss's pussy and tore through her lingerie. It was huge. – ten inches long and two inches thick – and it twitched hungrily in Likos' face.

"O-oh my God… You too?"

But Weiss wasn't listening. Instead, in a bout of lustful brutality, she took hold of Likos bodily and threw her down onto the bench again, this time onto her stomach, bending her over. Likos knew in the pit of her stomach what was coming next, and her heart fluttered in anticipation of being claimed by her desired mate. It was what she'd always wanted; if this was supposed to be _punishment _for not saving her virginity for Weiss, than the Schnee Heiress could make Likos her _bitch _all day long….

Only the heiress did not thrust her _huge, throbbing _cock into Likos' pussy, and the wolf's blood ran cold as she felt the bulbous head caress her buttocks. In the next instant, Likos was _screaming. _All of it – the full length and _all that girth – _were _slammed _inside Likos' unprepared ass with the force of a pulsating fleshy piston. While her Aura protected her from _permanent damage, _the feeling of her ass being spread around ten inches of _so thick _a member was at once _excruciating and exhilarating. _Tears welled up in her eyes as the Heiress bucked her hips, fucking her ass harder and harder, setting her modest, naked breasts swaying and jiggling, and Likos lost her mind in submission. With each withdrawal Likos was more and more aware of the next mind-shattering thrust before it came, stretching the muscles in her ass around the huge penetration. With each thrust, Weiss got a little faster, throwing a _little _more of her weight into it and coming _that much closer _to knocking her screaming _bitch _off of her mount until finally, Weiss shuddered, letting out a deep, bellowing moan, and let a gush of cum flood into Likos'' ass.

When Weiss finally pulled out, the last gush of cum spurting onto Likos' lower back, the wolf was a whimpering wreck, cum oozing from her grossly stretched ass. She could barely feel her legs, but that was of no consequence; Weiss wanted to reposition, she wasn't _done. _Likos soon found her wrists and ankles bound by shimmering white glyphs as she was lifted from the bench and turned, her back pinned to the nearest bank of lockers, cum still pouring from her as the Heiress stroked her cock and stepped over to caress the wolf's naked body.

"Now Likos… Can I call you that?" Weiss cooed absently, rubbing her shaft at Likos' entrance as she released the glyphs at her ankles and took hold of her legs in her own hands, "Well, I've seen the way you look at me…" Likos' legs trembled, feeling _Weiss's _fingers caressing the backs of her knees and her whole body undulating against her own, "So I'm sure you won't really mind if I go ahead and satisfy myself, will you? I mean, I didn't ask before because you'd gone and given someone _else _your virginity, but now we're even I suppose, so… what do you say…?"

All the answer Weiss needed dripped from Likos' pussy as she whimpered in helpless pleasure, and she didn't wait the _hours _Likos would have needed to form a coherent sentence. No other words were necessary or relevant; all that there was left for Weiss to do was to _fuck her, _and so she did…

With a swift buck of her hips, Weiss drove her throbbing shaft _deep _into Likos' pussy, six inches, eight inches… breeching her cervix and _all the way in… _Likos moaned and yelped with each thrust as Weiss groped and sucked on her bouncing breasts as the Faunus took her again ad again. Likos squirmed and jerked as she was reduced to Weiss's object of pleasure, hanging from the binding glyphs at her wrists as she was fucked, and fucked, and _fucked… _

"Y-yes! P-please! More!" Likos wailed, cumming onto Weiss's pounding shaft, just before Weiss shuddered, looseing her own juices and the Grimmlings hot white seed into Likos, filling her with a warm, blissful sensation. Grunting with pleasure, Weiss bucked her hips a few more times, discharging several more times into her mat's pussy, and leaving Likos with her eyes rolled back in her head and her tongue hanging out as the overflow cum began to ooze from her.

As she – though not Likos – came down from the high, Weiss didn't bother pulling out. Instead, she cozied up to her partner's naked body, nuzzling her face into Likos' breasts and reaching behind her to caress the wolf's shapely rear and stroking her tail. It wouldn't be a long lull – she could already feel the next bout of lust building in the pit of her stomach and seeping into the rest of her body, but for the time being, she'd be gentle with her pup…

"Did you enjoy that Likos…?" Weiss asked rhetorically; Likos wasn't in a position to respond, and that was answer enough, "And now you get to have its young too… I'm so jealous… that part is such a rush…" Likos simply _moaned _in pleasure when Weiss _finally _pulled out, simultaneously releasing the glyphs and letting Likos slip to the ground., "But speaking of a rush… I think I need another one…"

"Huh-?"

Before Likos could finish her bleary-eyed question though, Weiss took hold of her head in both hands and _forced _her shaft into the wolf's mouth, plunging deep into her throat. Likos gagged on the Heiress's slimy length, tasting both the salty coating and her own juices at once, and it was _almost _enough to expunge the feeling of her stomach turning in knots and beginning to bulge. She sat there, naked on the floor of the locker room, back against the lockers and hands bracing on the floor. Her stomach rapidly bulged between Weiss's legs as the Heiress stood over her, fucking her orally and moaning in sensual ecstasy before finally cumming down Likos' throat and pulling out, wiping sweat from her brow.

"_Oh yes…_" Weiss said between throaty gasps, before getting onto her knees and grabbing a very disoriented Likos by the legs again, pulling the wolf onto her back and lifting her entrance, still oozing cum, to Weiss's shaft again, "I don't care if you're not a virgin anymore… you're _so tight…_" and with that, Weiss plunged her shaft into Likos _again, _the wolf womb reaching the size of a watermelon and still growing. Likos moaned incoherently as she let herself be raped on and on, wanting it, _loving it, _and wrapping her arms lovingly around her bulging abdomen full of _Weiss's children…_ She could feel the now fully formed baby Ursula squirming inside her as Weiss had her again and again, and they began trying to wriggle there way out, only to find her entrance blocked by Weiss's cock, gushing still more cum all over and past them to impregnate Likos again before she'd even finished giving birth. When Weiss was _finally _satisfied, she slumped back, catching herself on the bench as her cock slipped out of Likos, just in time for the first grapefruit-sized Grimmling of four to squeeze its way out..

Before the second could follow it though, a huge, semi-solid black mass descended from the ceiling, brimming with tentacles. The original Ursula' eyes shone crimson with lust as it reached the ground beside the two exhausted girls, and it did not hesitate to exploit their exhaustion. In seconds it was upon Likos, binding her limbs with its tentacles and spreading her legs. Likos didn't understand at first, so dazed had she been by her experience with Weiss, but as the hulking cephalopod Grimm drew it's whole undulating mass on top of her, over her swollen stomach and just below her now dripping breasts, she was terrified. These very tentacles had had her before, but somehow, with the creature's whole horrible body mounting her, the experience brought on paroxysms of terror as she felt her pussy beings spread beneath the creature, letting the second of her Grimmlings free, only to be _filled _so completely and utterly by the great Ursula's huge, writhing black member.

Even as the creature began rocking its undulation girth forward and back to satisfy itself upon Likos' trembling body though, Weiss was not forgotten; one manipulation tendril reached over to Weiss, who welcomed it with a blissful sigh, and coiled around her twitching, borrowed shaft, and quickly began pumping back and forth, jerking her off.

"Oh _yes!_" Weiss cried as her Grimmling passenger's pleasure coursed through her own body and she felt yet another climax building.

Likos, on the other hand, was less exalting. Each time the creature made her cum, it was like her body betrayed her – it felt so good but… _Not with Weiss watching… _ She whimpered with each _jackhammering thrust _that stretched her walls immeasurably wider than nature intended and cried out with each bulging _flood _of cum that it added to her already bloated womb. She hadn't minded feeling pregnant at first, but _this _was a whole different matter, with her belly bulging at the size of a _beach ball _and the creature _still _bearing down on her, squeezing her breasts to spray their milk by turns, and she couldn't take it anymore.

"Weiss _please!_" Likos begged as the huge ribbed shaft _slammed _into her again, "_Make it stop!_"

Weiss's only response was an orgasmic moan as she came again, this time spraying all over Likos' helpless face, but fortunately for the wolf, the huge Ursula then decided that it was done with her, removing its member and allowing its excess cum to gush from her slit, the pressure lunching her last two Grimmlings from her pussy with almost shocking force. Though it had extricated itself from her pussy, the Ursula continued to grope at the wolf's breasts with its tentacles, waiting as Weiss let out a moan of pain and pleasure as the Grimmling inside her clambered its way out, opening the Heiress's sex for the plunder. It was only _then _that the Ursula left Likos be as it shambled over to claim Weiss.

While Weiss was gasping, chest heaving to catch her breath, four tentacles surged forward to plunge into her pussy. The four-pronged penetration was shallow, however, as the tips of the members wore not the intended violation; no, they merely _spread her folds _as still more tentacles came to spread her legs, making her ready for the slowly extruding great shaft of the monster. Seeing it, Weiss smiled hungrily, reaching down to spread herself further with her own hands. She was _dripping. _

"See this Likos? Let me show you how to _enjoy it…_"

As the great breeding tentacle drew close to the Heiress though, a _second _ribbed, columnar tendril spiraled around the first with shocking speed, and both huge, pulsating heads _slammed _into the Heiress's widely stretched pussy. Weiss's whole body convulsed as the two spiraling shafts _wrenched _her pussy open horrifically wide. She gasped and moaned in ecstasy, hips bucking wildly jerking side to side and gyrating as she came wildly, spraying past the tendrils inside her. Satisfied that it was filling it's mate, the Ursula withdrew its lesser tentacles from Weiss's sex and focused upon her silky white limbs, lifting her by the wrists and thighs to hang facedown, legs spread wide.

"_OH! GOD! SEE LIKOS! JUST LIKE-_," Two additional lesser tendrils plunged into the Heiress's ass, making her wail in pleasure – at least until one of Likos' Grimmlings reached up with its tentacles to grasp the Heiress's face and pulled itself up to fuck her orally as well. Likos could only look on propping herself up on her palms even as her stomach began to show the first signs of swelling again as her crush was fucked so completely – and not _with her. S_he felt a gnawing jealousy mixed with her horror, and then she became transfixed upon the fleshy pistons plowing Weiss, and caressed her own swelling stomach, feeling as though having been impregnated by this thing was some kind of perverse bond between them.

Meanwhile, Weiss had forgotten Likos entirely as cum was pumped down her throat and into her pussy at a prodigious rate. As her belly swelled to the size of a watermelon, filled with raw cum, the Grimmling finally detached itself, and Weiss spluttered, immediately resuming her lusty moan, all the more invigorated as the Ursula added two more tentacles to milk the Heiress's engorged tits. Weiss's milk showered over Likos as the wolf's womb swelled to half its full-term size, until Weiss too was released by the tentacles to fall upon the ground, the impact on her swollen belly driving the excess cum from her sex with the force of a geyser and leaving the Heiress twitching and dazed on the floor in a pool of the Ursula's cum

As the huge black tentacle monster shuffled away, satisfied for the time being, Likos pulled herself across the floor to Weiss's side, struggling with her increasingly swollen stomach to lay down at the Heiress's side, putting her leg over Weiss's waist for the greater intimacy even as she whimpered, her cervix contracting again. This was her dream after all – _more or less – _and if she had to birth a few Ursula to earn it, then that was fine…

**Hi everybody, I hope you enjoyed this, and yes, it's still a thing, even if I can't come up with the chapters as fast as I used to. Rest assured though, between this and my other stories, I do intend to continue supplying… **_**odd **_**smut for this fandom. In the meantime, I hope you enjoyed the tentacles. **


	40. Neo: Good Little Whore

Neo threw her head back in ecstasy as she jerked her hips forward one more time and her walls clenched around Roman's shaft. Sure, she was useful in a scrape, and could be _very _persuasive besides, but she was fairly certain that _this _was the main reason her boss had hired her. Still, she didn't mind being Roman Torchwick's little whore along with everything else; it certainly paid well – and besides, he was _big _and she liked it _rough…_ So long as he was buying the clothes, he could tear as many of her blouses off as he wanted, _any way he wanted… _

Today, he'd decided to bend her over a desk, pulling her shirt off and her pants down _just _far enough to fuck her. He didn't ask permission – he never did – but she liked it _better _that way. Given that it was her _job _to make other people _squirm, _getting subjected to it herself was a refreshing change now and again… Her jaw hung slack as he intensified his pounding, all of his shaft burying itself to the hilt each time, but she couldn't moan as he filled her and filled her and a warm sensation finally spread through her core. Neo's eyes rolled back in her head as Roman slowly pulled his cock out of her dripping pussy, before slapping her toned little ass for good measure.

"Atta girl Neo…" He smirked as she caught her breath and pushed up on her hands, "Now why don't you go clean up?"

Breathless, Neo nodded, pulling her pants back up over her stretched ass and wet pussy, squirming a little as she felt Roman's cum leak out of her and into her panties. Curiously, she noted the exceptionally devious look on Roman's face as she sashayed into the bathroom, remaining topless as though _daring him _to have her again, but she didn't think much of it, she made her way across the spacious bathroom to the vanity and paused to appreciate herself in the mirror. She'd done pretty well for herself all told, that _incident _in the alleyway notwithstanding, and nobody needed to know about that – what would it do to her reputation after all? She could just pretend it didn't happen; it wasn't like her smooth, supple skin was going to tell anyone…As she bend down to slide her pants off before taking a shower though, she was in for a nasty surprise…

Neo's eyes shot wide as something warm and slippery – roughly the size of a grapefruit – pressed against her freshly exposed and leaking pussy, and her heart froze. It _couldn't be… _Trembling, Neo _slowly _looked over her shoulder and saw the awful truth as Roman winked at her before closing the door to the bathroom behind a huge mass of black tentacles and red eyes. While one huge tentacle was pressed firmly at her entrance, two more wound tightly around her legs, binding them together and rendering escape impossible. She shook her head frantically, reaching for the vanity as though to pull herself away from it, only to have her wrists wrapped and bound to the small of her back. Then it came; like a battering ram breaching her gates the _huge _ribbed shaft _plunged _into her petite little pussy, causing her to silently scream. It _destroyed _her, _tore her open, _and forced her to her knees before bending her forward, pressing her bare breasts to the cold tiled floor.

She squirmed and silently wailed as the huge member _pounded _in and out of her snatch, knocking her onto her side and fucking her still harder. She thrashed and writhed, but was powerless to escape, and her face screwed up into a wretched perversion of ecstasy as an even _thicker _bulge spread her even wider on its way into her body, and her mouth was filled with a smaller, though still thick tendril, whose nozzle immediately gushed a torrent of hormonal sludge down her throat. As Neo was filled from both ends the creature reached forward with a lesser tendril, inserting it between her legs before _yanking down, _stripping her of her pants entirely, leaving her bare. It released her arms then – not that she could have escaped – and Neo clutched at the slight bulge of raw cum forming in her belly before the great member _ripped _itself out of her all at once, nearly causing her eyes to bulge from their sockets.

Cum flooded from her _wrecked _pussy, but the tentacle in her mouth persisted in pumping her full of _whatever the _salty fluid was. All she knew as it bound her wrists again, lifting her up from the floor and spreading her legs for another round was that she felt _hot… so very hot… _She didn't even feel betrayed anymore in the sight of all the little camera's Roman had set up in the bathroom to watch her change and shower – all she felt was _hot… _Until she saw what the beast had in mind.

Directly beneath her profusely leaking pussy the mighty ribbed member was angled directly up at her entrance, and as far as she could see, the thing was at least _six feet long…_Feebly, she tried to get away, but whatever the thing was pumping down her throat was sapping both her strength and willpower by the second. She _tried _to squeeze her legs shut to spare herself, but her thighs were _wrenched _apart to provide the creature with the most ample access to her womanhood. It was only as she felt herself – _her whole body _– being lowered toward that _massive _shaft, and it was only as she felt the huge head caress her folds afresh that the tentacle in her mouth finally withdrew, spraying her face as it did so. She didn't have much time to be disgusted by the discharge on her face as the shaft penetrated her sex again, pushing further and further… stretching her walls beyond her limit and then reaching her cervix… She trembled in pain and panic as the pressure didn't stop, but rather built and built and _built. _And then it hit her – almost like losing her virginity _again _but _so much more painful – _as the member breached her cervix, admitting itself to her womb and beginning to curl around itself inside her womb even as several little Grimmlings began to form inside her. Yet still she was pulled onto the shaft, fitting _so much _of it inside her as it curled, until it eventually reached _three feet _inside her… She shook her head wildly in lieu of a scream her bound legs twitching as her belly swelled enormously to the point that she failed to even notice as her chest grew tight and swelled. Past her B-cup to a C, and then a _D, _before her quivering bosoms began to spray milk almost as fast as they filled with it. Her stomach had swelled to the size of a small beach ball until suddenly the cum-gushing member was _yanked _from her pussy, _driving her mad. _Both her cum and the Ursula's sprayed torrentially from her pussy as the rapid pull-out overwhelmed her with stimulation. Before she could tighten again though with the aid of her Aura, three Grimmlings tumbled out of her pussy and she was limply dropped to the floor.

Trembling as the last little Ursula slithered from her pussy, Neo crawled across the floor to the bathroom wall to try and prop herself up. Her body was so overwhelmed with sensation that she was seeing double, and her fingers didn't seem to feel the wall – like she was just reaching out into a haze and was only vaguely in control of her body. She hadn't notice the Ursula as she tried to recover from her first two rounds of being despoiled, and was too busy staring down at her own lactating, massively swollen breasts to take notice of the slithering mass behind her as it drew ever closer, two insemination tendrils poised. Not until it's lesser grasping tendrils wound their way around her thighs… She wanted to scream, _tried to – _but she couldn't, and next she knew the creature's huge, undulating body was pressed to her thighs and back. Suddenly her legs were wrenched widely apart, and not only her pussy, but her petite little ass was pressured for admittance at once, and her mouth went dry. The creature spread her folds and buttocks, and she was thrashing in agony and ecstasy as the two huge girths entered her again, causing her back to arc wildly, milk spurting in arcing sprays from her pert nipples before the Ursula lurched forward, pinning her bodily to the wall.

Against the wall, the Ursula raped her and raped her and _raped her _for all she was worth and then some. It made her cum immediately, and then again, and a _third time, _relentlessly plowing her until she couldn't cum anymore. . But the fucking didn't stop. Tears streamed down her cheeks and her entire front below her teats was soaked in her own milk as both her ass and pussy were pumped full of the Grimm's cum again. She didn't want it, but the creature didn't care, and Roman, well… he was probably enjoying the show of his pretty little whore getting ridden by the slimy monstrosity. Maybe he planned to use the Grimmlings she birthed for some scheme, but she didn't know – she didn't _care – _she just wanted it to stop… It was too much inside her, her ass and pussy both… and it _hurt… but it wouldn't stop… _Not until her womb had been bloated to the size of a beach ball, full of the Ursula's hot sloshing seed… _Only then _did it release her, though leaving the tentacle's last few inches in her sex to hold all of its cum inside her.

Neo slumps to the floor, writhing and clutching at her hugely bloated womb even as the cum bursts from her ass, and the Ursula only withdrew its tentacle when it was far too late to matter. _Gallons _of cum had already begun to grow inside her to form a swiftly growing brood, all coming to form faster than the tiny girl would have thought possible. Trace amounts of cum leak from her grossly stretched entrance, but most of it had already begun forming Grimmlings within her, and her belly swelled still more. She couldn't even dream of moving with her stomach so wretchedly bloated as it was by the time the first squirming Ursula came out, once more reducing her from human to the Ursula's breeding bitch. As she lay there on the floor, utterly passive, nearly a _dozen _little Ursulas squirmed out of her in ones and twos, any reduction in the size of her belly offset by the brood _still _growing within her. For nearly fifteen minutes Grimmlings spilled from her pussy at a steady rate, until, toward the end, she had the misfortune of birthing a larger one – the size of a volleyball rather than a grapefruit, and it couldn't get out… Instinctively, she squeezed her legs together to _keep it in – _anything to not have to let _that thing _past her already stretched womanhood, even though it would hold its last few brothers inside her, but it was to no avail; the creature deformed it's body to squeeze through her tightly closed snatch, her back arching wildly as the creature wormed it's way out, followed by her last few baby Ursula, finally leaving her to collapse onto the cold tile floor, twitching and shivering…

Neo wasn't quite sure how much later it was – only that all the Ursula seemed to be gone somewhere – when Roman entered the room, "Well, well Neo, weren't we useful today?" He said with a mocking tone, "rolling Neo onto her back and exposing her stretched, shaven pussy to his view, "And I _do _love the new tits…"

Neo looked up at him, and despite bleary eyes she managed to shoot him a look that said _'you owe me…' _ to which he replied with a broader smirk, for now though, I've got business to take care of, so why don't you just enjoy _this… _If you've still got it when I get back, I'll buy you an ice cream…"

Neo's eyes widened as a _huge _toy was pushed into her only just recovering sex, making her squirm and silently whimper, until he stood again and, before departing, he drove the toy _all the way in _with his shoe, and Neo would have screamed in pleasure if she could.

**Hello all, Admittedly this was supposed to be Blake/Leone, but that's next time; I just wanted to give Neo a good working-over all of the sudden, so here we are. I hope that you enjoyed, and as always, suggestions/requests are welcome. **


	41. Blake & Leone: Feline Playtime

Blake gasped with fear as she pressed her back to the wall. One moment, she had been in the locker room, changing in the most secluded possible corner of it to avoid aggravating her latest 'problem,' but then she had seen a white lion Faunus – Leone, if she wasn't mistaken, and suddenly she was trapped in a room with no doors or windows, alone with Leone… She was breathing heavily, mouth agape and eyes _hungry – _and Blake didn't like that look… What she liked even lesswas the throbbing ribbed cock protruding from the lion girl's unzipped pants…

"H-hey Blake… fancy meeting you here…"

"L-Leone…?" Blake gaped, terrified – mostly of how much _she wanted _that shaft inside her… "Please… what's happen-?" Before she could finish her panicked question though, Blake blacked out – she didn't lose consciousness, as she could still hear, smell, and _feel _everything, and what she _felt _was _bliss.._.

Her _entire _consciousness was reduced to the feeling of being _filled _with that glorious throbbing black cock. Leone didn't even undress her – she just _forced it _through Blake's leggings and inside her, and the force of the violation when the leggings finally gave under the pressure drove Blake mad… She was pinned to the lockers, legs spread wide, eyes distant as they focused upon the blackness Leone had draped her perception in with her semblance, and she took every thrust with a loud and lusty moan. There was no questioning it now; whatever the Ursula had filled her with in RWBY's last little _escapade _had had the side-effect of putting her _back into heat… _and she wanted to breed…

With a sudden jerk in time with Leone's latest thrust, Blake snapped her legs up and wrapped them about the other feline Faunus's waist, holding her borrowed length in. To compensate for the impediment to the _magnitude _of her thrusting though, Leone picked up _speed, causing the pitch of Blake's moans to bounce wildly along with the rest of her. _Blake's moan rose to a scream as her walls clenched, and she shuddered as she reached her climax. As Blake's body slackened though Leone still picked up speed and resumed her more vigorous thrusts. Blake wasn't a _person _to Leone at this point, any history of shared hobbies or swapped book recommendations notwithstanding, she was a sexual _object _that Leone fully intended to _use _for her fullest gratification. Blake, fortunately, could live with that arrangement in her current state…

Balancing Blake between the lockers and her thrusting pelvis, Leone tore Blake's blouse open with both hands licking her lips at the sight of Blake's bouncing, beautiful breasts. In her lust-addled state of mind, Leone couldn't be sure, but she could've sworn the black cat's already generous bust was _growing_ just so with her arousal, though all consideration of that was banished from her mind as the first drops of milk welled from Blake's nipples. At that point, all Leone concerned herself with was greedily sucking at the kitten's teats for every last sweet drop, sending her submissive kitty through paroxysms of ecstasy. As she reached her climax, Leone groaned lustfully, cumming into her kitten without breaking her stroke. Blake shuddered and fell slack as the gush of warm seed filled her, and as Leone paused to catch her breath, Blake slipped to the floor.

Rolling onto her stomach languidly, Blake was about ready to slip from consciousness for the duration of her inevitable pregnancy, but Leone wouldn't let her have the reprieve. She grasped Blake's leggings by the waistband and _wrenched _them down far enough to expose her sumptuous ass, before plunging her Grimmling shaft deep inside. Blake yelped as she was anally violated, but her jerky reaction was to draw her knees forward to effectively and unintentionally _present _herself, which only encouraged Leone to fuck her all the harder.

"Oh! Oh! Oh! _Oh! Oh! OOOOOHHHH!_" Blake screamed as she came again and felt her belly beginning to swell. Maybe she was being raped, but she was _enjoying it _now, and she was even looking forward to the birthing… Which was coming up on her rather quickly now… her stomach was so swollen already that it was brushing against the floor… _Not much longer now… _

When her first contraction hit, Blake staggered and completely failed to notice as Leone's cock withdrew from her ass. Her arms and legs shaky, Blake did her very best to keep on her hands and knees as her cervix dilated and her first Grimmling began to wriggle out. She couldn't handle it though, and her limbs gave out, dropping her on her swollen belly and forcing her first infant Ursula out with surprising force as she yelped. Leone, meanwhile, had only pulled out of Blake because the Grimmling had pulled out of _her, _and had proceeded to spread her own legs to fuck its former host as well and sow another brood inside her, with full intention to fuck the other Faunus again when she was finished birthing. Needless to say, the two were found some hours later by their teammates, mostly naked and dripping with cum, breasts severely engorged from numerous pregnancies, and both of them were thoroughly satisfied…

**Hello all, back again with a quick little one filling a request from way too long ago… Still, I hope that you enjoyed it, and if I may be so bold as to solicit suggestions, I get the sense that I've been writing too much futa lately, and it's getting a trifle monotonous, so if anyone wants to drop suggestions, I would indeed appreciate it. **


	42. Velvet & Coco: Ownership

Velvet trembled with excitement as she spruced herself up in front of the mirror, making certain that her hair was just right. Coco was in the bedroom, waiting for her patiently. Their recent experiences had been traumatic, at first, but now, _together, _they were coping famously_… _She'd never really liked the phrase 'breeding like rabbits' for rather self-evident reasons, but considering what she and Coco had planned for the night – just like every night (and several afternoons) that week, it wasn't far from the mark…Unbeknownst to her though, descending on her from a gap in the ceiling tiles was an uninvited guest who meant to render her reenactment of the old idiom far more _literal _than she had intended…

Velvet stiffened as she heard a wet, slapping noise on the floor, and she turned, only to wish she hadn't. There before her was an Ursula the size of a _watermelon, _and as its tendrils reached for her, Velvet tried to back away, towards the bathtub. Transfixed as she was upon the slithering beast though, she stumbled and tripped over the edge of the tub and fell, dazed as she landed on her back. Only her knees propped over the edge of the extravagant bathtub. By the time she'd recovered her senses, the Undulating black creature had surmounted the lip of her tub, squarely between her spread legs, and her eyes shot wide…

The Ursula wasted no time wrapping its tentacles around each of her thighs, and before Velvet could react, the thing was pulling itself toward her quivering snatch. As its slithering wetness pressed against her trembling folds, Velvet let out a long, piercing scream, but the creature would not be denied. Even as Velvet's legs thrashed around the creature, and her hands tried to stop the invader, she was powerless. The creature's body deformed and compressed as it penetrated her, _forcing _her walls as widely apart as they could be,

"Ah! Ah! _Oooooh! Ohmy- OH FUCK!_" Velvet _screamed _as the creature violated her, _crawling inside, _its tentacles forcing it ever deeper inside. She lost feeling in her legs as the creature's _whole body _disappeared into her pussy and its tentacles were soon to follow. Velvet's stomach visibly – though not _hugely – _bulged as the creature settled into her womb, just in time for coco, hearing the screaming, to burst into the bathroom in a panic.

"Velvet! What-?" Then her eyes fell upon Velvets slightly swollen belly, which the poor bunny was clutching with both hands, gaping, "Oh my God, Velvet! Are you okay!?"

"Oh Coco! It _hurts-AHHH!"_ Velvet wailed as suddenly a thick black shaft erupted from her pussy. Coco was unprepared for the heinous spectacle of the ribbed serpentine member emerging from her lover's sex, and was caught, mouth agape, as the shaft suddenly filled her mouth and dove down her throat. The fashionable gunner gagged as she was orally violated, and slipped back onto the floor, unable to extricate the member from her mouth. Meanwhile Velvet's eyes flashed red, and breathing heavily, interspersed with lewd sexual _moans _as she gyrated her hips and gave into the pleasure, she began to rise from the bathtub and take hold of Coco by the head. She violently worked Coco's head back and forth to deep throat the Grimmling's cock, grunting in sexual relish. As she felt it coming though, velvet pulled her hips backward and withdrew her _whole slithering shaft _from Coco's mouth all at once, just in time to shower cum all over her face…

Coco spluttered and gasped as Velvet staggered and recovered her stamina, her serpentine cock becoming hard and erect now, and the gunner shakily got to her feet, transfixed upon the _foot long _shaft and its _three inch _erect thickness… Licking some of the cum from her lips, Coco smiled, mouth watering as she turned around to _present, _bracing herself with both hands on the sink before looking back over her shoulder at Velvet, who hadn't failed to notice… "I like what you've got bunny… _Come on… _Fuck me like a _jackrabbit~_"

Velvet _seized_ upon the invitation, grasping her submissive lover by the hips and _driving her _huge shaft home into Coco's pussy all in one go. They'd had sex where one, the other, or even in one case _both _of them had played hostess to a Grimmling's shaft, but never one _this huge. _And both of them were in heaven, even as Velvet's shaft breached Coco's cervix. Velvet grasped Coco around both thighs and _lifted her from the floor _as she intensified the fucking… Coco's breasts and legs jerked and jiggled as she was _railed, propped up on her hands _to gaze into the mirror at her cum-covered face, _twisted _with ecstasy.

"Oh _god Baby! _Fuck me! _Fill me! Fill me! FILL MEEE!_" Coco cried, looking into her own eyes as she reached her climax with Velvet still _firmly _inside her, "_I WANT IT!_"

She asked and she _received, _as Coco was _pumped full _of the Ursula's cum even as velvet's own juices drenched her thighs. Coco moaned in bliss as the _heat _spread within her core and she got a last, intense jolt of pleasure as Velvet pulled out, before the gunner was roughly turned around, cum _dripping _from her sex, to face Velvet afresh. The Bunnygirl was _vigorously _stroking her _rock hard _member with one hand and rubbing her clit with the other, and Coco barely had time for her eyes to widen before more cum exploded from her lovers borrowed cock and coated her tightening breasts, and then _again _onto her snatch and inner thighs. As Coco first felt her breasts began to swell though and she cupped them in awe as she gaped at the alteration to her own anatomy, Velvet grabbed a handful of both of Coco's buttocks, lifting the gunner's feet from the floor again, only _this time _Velvet sank her shaft into Coco's tight _ass… _

"_Oh FUCK!_" Coco _screamed _as the first few inches of Velvet's monster cock spread the ring of muscle in her ass and kept right on going, "_I'm YOURS!_"

And she was; Velvet had claimed her every hole now, and the proof of her _ownership _was already _rapidly _growing inside Coco's womb as her belly began to visibly bulge. The partially formed baby Grimms wriggled all over each other inside Coco, growing by the second as her breasts filled with lactation and gained _two _cup sizes in so doing. Coco's face screwed up in agony and ecstasy as _half _of Velvet's giant cock forced its way into her ass, and as it slammed _all the way in, _she _screamed, _back arching and milk beginning to spray from her engorged teats. Velvet drank in the spectacle with greedy eyes as her lovers belly swelled to term and she began to scream anew; the first of her brood were wriggling down her birth canal, it seemed. Velvet shuddered in pleasure as the first baby Ursula squirmed its way out of Coco's pussy and wriggled up against Velvet's clit. It was abnormally small, as with all of its nearly _dozen _brood-brothers as they spilled from mother's snatch, some tumbling to the floor from Coco's thighs and others clambering over her body as Velvet continued to fuck her and milk persisted in streaming from her nipples.

Coco was entirely _consumed _by the ubiquitous pleasure encompassing her _entire being. _So consumed in bliss, in fact, that she paid little attention as one of her squirming babies clambered up her right breast, suckering to the curvaceous mound to avoid falling off, only noticing when it violated her in a _whole new way… _With a _single _one of its stunted, diminutive tentacles, the little creature first teased its mother's peak as it dribbled milk, then, without warning, the _very tip _of the tiny tendril _pushed _its way into Coco's peak, _plunging _into Coco's nipple. Gasping, Coco's back arched again, and this time she shook her chest as though to shake the Grimmling off, though she only succeeded in jiggling her breasts for Velvet's pleasure. As the tightly clinging baby runt Ursula's tentacle pumped vigorously in and out of her nipple, releasing intermittent sprays of her milk as its tendril wormed about her breast and sucked some of mother's Aura.

"_F-FUCK! Velvet! It hruts so GOOD!_" Coco's body spasmed as a shower of her cum gushed from her sex along with her last _half-dozen _runt Grimmlings, and she let out a shriek of pain and pleasure as the little tentacle reached as deeply into her breast as it could, wiping its mother's mind of all but animalistic sensation.

Velvet, however, did not like to share – not under the influence of the Grimmling inside her at least, and greedy for her lover's milk, she grabbed the little Ursula and _yanked it _from Coco's teat, causing the normally composed gunner to wail in bliss. The bunnygirl then closed her own lips around her love's abused nipple and guzzled the milk for herself, sucking Coco dry as her cock slowly slipped out of the normally more confident of the two, and both of them slipped to the floor to collapse in an exhausted and sexually satiated – or in Coco's case, _overstimulated _– heap, ready to just sleep in each other's cum-coated embraces on the tiled floor of the bathroom.

**Hello all! I hope that you enjoyed that, because I know I did! Now, I know the nipple penetration thing can weird some people out (that's why I went small with it) but I just thought I'd give it a crack to see how it goes over. If you **_**NEVER **_**want to see anything like that again, do let me know, or alternatively, feel free to say so if you want **_**MORE **_**of it. Worst comes to it, if it's a split and I **_**do **_**end up writing more of that, then I could post warnings at the beginning of any chapters including such if you like. **

**On a separate note, A **_**huge **_**thank-you to **_**Yesgoingmentalnsfw **_**for supplying me with the **_**fantastic **_**profile image – I for one can't draw to save my life (otherwise I'd probably be **_**drawing **_**tentacle smut rather than **_**writing it**_**…) so I really appreciate her doing this on my behalf – not to mention **_**Escaped Mental Author **_**for acting as a go-between because I can't figure Tumblr out to save my life **_**either **_**– Which incidentally is where you can find **_**Yesgoingmentalnsfw's**__**lovely **_**smut art, so go check it out! She did a great picture based on chapter two of this fic, and I for one think both her and **_**Escaped Mental Author/Artist **_**deserve your attention, so why not give them a look? In any event, I'll see you all next time! **


	43. Violet Frey: Luxury

Violet Frey softly sighed as she pulled up her pajama pants and brushed her long and silky black hair in front of the mirror. Nothing quite put a good capstone on a good day like a nice warm bath, and with the bathtubs Beacon provided, it would practically have been a crime _not _to take one. Her team was all still out of the dorm at present, in the library or some such place studying no doubt, but Violet couldn't resist the urge to indulge in a little luxury, given an opportunity like this. Living with four strangers had been a difficult transition at first, but Violet liked to think she'd gotten used to it, though the most difficult part had been giving up her rather time consuming bathroom routine to accommodate her peers. It hadn't taken her long to realize that her privileged background had led her to develop some habits that weren't necessarily conducive to team cohesion, and for the most part, she liked to think that she had broken them by now. Even so, she never did miss an opportunity like this to indulge when it wouldn't get in anyone else's way – with hair that went down to her knees she could hardly neglect personal hygiene after all…

As she set about tending to her hair, having neglected her pajama top as yet, she failed to notice the large black monstrosity lowering itself from the ceiling out in the main dorm room, and as she hummed a merry little tune whilst brushing her hair, she also failed to notice as the bathroom doorknob began to turn…

"Perhaps it's a trifle selfish…" Violet mused, completely unaware as she pulled her brush through her long, damp locks, "But I do miss doing this more often… being treated like a princess was nice…" Little did she know, Violet was about to be treated _exactly _like a princess… albeit a princess in the company of barbarians…

Violet's first warning about the slithering intruder came in the form or the slimy writhing feeling that suddenly wrapped about her forearms and pinned them to either side of the sink. She squeaked in surprise and displeasure, and next she knew, something wet and slimy pulled the seat of her pajama pants down, and the crotch of her panties to the side…

"W-what!?" She looked jerkily over her shoulder in a panic, and out of the corner of her eye she saw a mass of writhing black tentacles, though she couldn't see clearly, so she turned her panicked gaze to the mirror, where she only saw a different portion of the lustful black mass behind her just as four smaller tendrils prodded her sensitive virginal entrance, "N-No!"

Violet screamed as the four tendrils just barely penetrated her slit, but rather than drive deep inside, the suddenly separated, _spreading her wide. _Violet's eyes squeezed shut and her body jerked as a distressed squeal escaped her lips, though it was _nothing _compared to the _fist-sized _member nuzzling up to her maidenhood… Violet gasped, eyes going wide. It was big, _too big… Monstrously big_… and it was nuzzling between her grossly stretched folds. She gasped in pain and pleasure as the _huge _member began pushing inside her, _slowly, deliberately, _splitting her cherry and wretchedly spreading her virgin walls. Slowly as the _massive _member wormed it's way deeper into her core, and Violet _screamed._ Another tendril wound its way up each of her legs, spreading them in so doing to present her for more vigorous violation and allowing the pulsating member to slide all the way to her cervix, and then it pushed _deeper_…

As the bulbous head _plunged _into her uterus, Violet _screamed_ in pain and bent her head down towards the sink, but the creature wouldn't allow that. Swiftly it coiled a tendril around her long and voluminous hare and _yanked _her head up by it, making her squeal in still more pain. She was forced to look at her mostly naked body and her anguish-contorted face in the mirror as an extra forceful _thrust _from the great ribbed member in her sex rocked her entire body, and she watched as her body lurched, breasts wildly jiggled and bounced in the mirror before her.

"Oh! Oh! GOD! OH MY GOD!"

Violet wailed as one plunge became two, and three… and _more and more… _ Her body shook and spasmed with pleasure and agony as she was raped and raped and _raped _until tears streamed down her face and _finally, _after what felt like an _eternity _of fucking and moaning, the hammering tentacle within her pussy ceased. Violet _gasped _for breath, chest heaving, though still just as unable to move – she was still held in place…

"P-please…" Violet _begged _in a whimpering voice, "Please stop…."

But it didn't stop. Instead, the huge tendril in her pussy shuddered, sending fresh waves of violating pleasure through her core, portending still greater violation to come.

"N-no more!" She cried, perhaps _instinctively _aware of the garish bulge in the tendril now flowing down the slimy length of the insemination tendril inside her, but her pleas were impotent, and the swell entered her folds and make her moan like a whore as the beast loosed its jet of hot cum inside her, "_O-OhhhH!_"

Violet's womb filled with the beast's very first grotesque discharge, but the monster was ravenous, and would not be satisfied so easily. The beast's body shuddered and contracted again and again, pumping Violet's pussy full to the brim and beyond with its hot seed, causing her belly to bulge. It was slight at first, but after the fifth or sixth discharge Violet's ordinarily slender stomach had swollen such that she appeared to have swallowed a whole watermelon. Her eyes drifted out focus and her mouth hung agape, drooling slightly as she was fucked beyond any coherent thought and her insides slowly began to turn over.

The tentacles binding her limbs then began to lift her from the floor, turning her to face the creature's bulbous body, and sending _unimaginable pleasure _as her walls _rotated _around the ribbed pillar of pleasure inside her. Her back arched and she threw her head back to moan with abandon until the tendrils seated her again over the sink, her back to the mirror. Before she recovered her presence of mind though, the tendrils _wrenched _her legs apart and the insemination tentacle abruptly withdrew from her pussy with a loud sucking noise. Scarcely a heartbeat passed unviolated however, as a smaller tendril surged from the faucet drain to dive into Violet's shapely rear, but aside from a brief spasm of shock, Violet barely seemed to notice – it was all too much for her nubile virgin body…

While thick white cum _oozed _from her pussy profusely, the sheer girth of her swollen belly would have lead any to believe that she would gush like a _geyser, _but she didn't. Instead, her heinously swollen belly pulsated and visibly undulated as the creature's offspring formed inside her. She moaned as her belly swelled still _further, _even as the cum ceased to flow from her _massively _stretched pussy. Violet's face contorted as her stomach expanded more and more, reaching prodigious size, and her breasts began to fill with milk. Violet's body quivered as the first beast let her loose, but she was _far _beyond the point of resisting. Her bloated body slumped off of the counter and onto the bathroom floor, but she hardly noticed. She felt the inexplicable urge to reach her bathtub – a comforting place – so as soon as she recovered enough of her wits, she began crawling towards the tub, dragging her large, impregnated belly along the floor tiles with her.

Eventually she reached her goal, heaving her head, shoulders, and even chest over the lip of the bathtub. She managed to lift one leg up and over the side as well, but before she could even _attempt _to haul her pregnant womb into the bath, she was interrupted an internal spasm of pain as her cervix was pried open _from the inside _this time. She threw her head back and screamed as _three _slimy black tentacles erupted from her pussy and reaching several feet out of her womanhood, flailing about for purchase. She grunted in pa as she threw her head forward, submerging much of her hair in the water as a _fourth _tendril slithered _out _of her pussy. The tentacles wrapped around her thighs before long, and began to _pull, _as though the monstrosity which she was birthing meant to heave _itself _out of her pussy, stretching, stretching, _spreading her… _Even squeezing itself into an thinner shape, it was like pushing a _melon _out of her womanhood, the creature's four remaining tentacles still writhing inside her, making her cum. With one more scream and one final push, Violet birthed the monstrous baby Ursula, which shredded what little remained of her panties and pajama pants in its thrashing. Her involuntary labor complete, Violet slumped onto the floor and passed out, violated and defenseless…

As Violet lay there unconscious, the Ursula which had just used her as an unwilling mate began to feel the urge to breed again, and at its size, her newborn was ready to fuck from birth. Knowing only lust and the will to dominate, the two Ursula mounted her defenseless body and inserted their members into both over her lower orifices to fuck with abandon as the traumatized former maiden jerked and spasmed in time with the rape as she slumbered…

**Hey all, so our lovely victim this time was an OC supplied by ****Infamousjake27****, so a hand for them, as I like to think she made for a lovely little chapter here. Next up, I think I'll be launching that fic with the exceptionally odd or extreme concepts, in all likelihood followed by the return of 'Playtime with Snow White,' but that order is subject to change if you all would rather see something else *cough* _possiblyaharmlessfantasyinvolvingNeo… _*cough cough*… But anyway, I hope that you enjoyed that. **


	44. Ozpin & Glynda: Relax

**Hello all, now I know I usually do these at the end of the chapters, but I've decided to change that because I have some… news… Firstly, I unfortunately have to say no more OCs for **_**this fic – **_**if you'd like to see your characters in any of my other fics, that's negotiable, but I need to start drawing this one to a conclusion. If I've told you in the past that I'd do your OC and haven't done so yet (and we haven't spoken recently) feel free to send me a reminder, but no **_**new ones **_**please. Secondly, because we're coming up on the end, things are going to get more… intense… I know I said I'd do a fic separately for that sort of thing, but upon reflection, they wouldn't make contextual sense that way, sow what I'm going to do instead is apply content warnings to the beginnings of chapters involving anything **_**especially **_**unsettling. If that puts you off, I understand, but I nonetheless am going to carry on with this until I reach a good conclusion… **_**hopefully **_**within the next ten chapters to give me time to cover all the OCs left and break them up with canon characters. At any rate, thank you for your patience. **

**Warning: This chapter contains **_**massive **_**log-splitter, pregnancy, breast expansion, and rape. **

"Headmaster Ozpin!" Glynda protested, "We _must _do something about this… this _infestation! _Not only does it tarnish the reputation of the academy, but _think of the effect _its having on… on the students…"

"Your concerns have been _heard _Glynda; rest assured that I am perfectly aware of the situation…" The Headmaster responded levelly, "Do try to consider these events from all possible angles Glynda-,"

"These… these _things _are _violating _our students!" Glynda cried, "They've… they've violated _me…_"

"And I think we _both _know that you are _stronger _for it. We _both _know that the Aura strengthens in a manner not incomparable to common muscle Glynda; An Ursula _nearly _depletes its victim's aura, _yes, _but they – _especially _at trained huntress – will ultimately benefit in the strength of their aura afterward…"

Glynda gaped, "S-_Sir… _you can't possibly be serious…"

"Of course I am Glynda," He assured her, taking a sip of his coffee and noting the tentacles slithering down from the ceiling behind Glynda, though it still evaded _her _notice, "I'm sure you've noticed in your combat training classes; all the girls we _know of _having been 'victims' – and quite a few of whom we aren't sure – have seen a performance improvement in the aftermath of their… _experiences…_"

"Well… yes… but Sir, to _knowingly _trade our students' virtue for that is simply _unconscionable-_,"

Glynda's righteous indignation was abruptly interrupted as the tendrils shot down from the ceiling a d bound her wrists without warning. Glynda's arms were wrenched forward, her wrists pinned to Ozpin's desk. She didn't understand at first, but as she looked into Ozpin's eyes and saw _satisfaction _of all things, she despaired, "O-Ozpin! You can't-!" Two more tendrils surged down and bound the professor about her thighs, before jerkily hefting her onto the desk and _spreading her legs, _"O-Oh!"

Ozpin stood from his chair, reaching across to cup Glynda's cheek, before letting his fingers trace lower and begin unbuttoning her blouse, "Easy Glynda, just _enjoy it… it really is for the best…_"

"N-No!" The protective instructor thrashed and struggled in her refusal, but it was no use as a new tendril came down, slithering between her shoulder blades before _wrenching _away and destroying her bra, which consequently fell away, leaving her large, lactating breasts exposed for Ozpin's pleasure, "You're a monster- _OH!_"

"I _said _to _calm down…_" Ozpin chastised, pinching one of her stiffened nipples and _pulling, _and in so doing _milking her _into his coffee cup, all with an expression which betrayed nothing as out of the ordinary, "You really are too uptight sometimes Glynda…"

"S-Sir _why?_"

"The greater good, Glynda, _obviously…_" He calmly replied picking up a letter opener, using it to begin slitting open Goodwitch's skirt, "Why have I ever done anything?" As Glynda's skirt fell away and the tendrils were eagerly removing her boots, Ozpin cupped his deputy again – this time her _womanhood_ – before making her whimper in pleasure as he took a fistful of her pantyhose and lacy underwear and _ripped _them off, exposing both her lower orifices to unimpeded penetration, "Now Glynda," He added, seating himself in his chair once more for the show, "The two of us are going to stay _right here _until you see things _my way…"_

Glynda shook her head in a panic, "No! No! No! _No! NOOOOO!_"

A free tendril _buried _itself in her ass, three inches deep, six… _nine_… "_AAAHH! Too… TOO DEEP!_" Her face contorted in distress as the worming tendril pushed its violating length ever deeper, blurring her vision and making her body tremble even as more tentacles extended to her torso to coil around her breasts and _squeeze. _The tentacles wound about and _constricted, _squeezing the milk form her tits in profuse gushes, spraying all over the desk and floor.

"Come now Glynda, you needn't be so stubborn…"

"You're _ma-AAAAAAADDD!_"

Glynda was interrupted again by her own scream of violation as a second and third tendril spiraled around the first and burrowed into her shapely ass. Wetness flowed from her pussy in a profuse flood of arousal as her anal violation persisted and intensified, _drilling _her rear, and she hated herself for being turned on, but she couldn't help it. She doubled over in ecstasy, presenting her ass to the tendrils as if beckoning for more even as her face was practically in tears. Her heavy, swollen breasts hung pendulously from her chest over the edge of Ozpin's desk as she watched, eerily contented. There was a huge wat _thud _behind Glynda, and a single terrified look over her shoulder confirmed her worst fears. One glimpse of the huge undulating black aberration was all she needed to turn back to her once-trusted mentor, and she was all the more desperate as she felt a huge, slimy, bulbous nuzzling up to her folds, "N-No… no… Ozpin _please-!_" but she chocked on her words as the _massive _breeding tentacle _plunged _into her womanhood. Glynda's mouth hung agape as she was pressed down onto the desk upon her knees and breasts, her arms pinned to her back as the _huge shaft _begun to ram in and out of her pussy.

"Clearly you're just going to be stubborn about this Glynda…" Ozpin sighed, unzipping his trousers, "I suppose then that we'll have to more _vigorously teach you your place…_" Ozpin stood, grabbing Glynda by the bun in her hair, and then thrust his erect length into her mouth, forcing her to swallow his entire length, "A pity really… you've always been so _helpful _in the past… I suppose we'll just have to _break you _to make you more… _obliging…_"

Glynda gagged on Ozpin's cock, her mind half stricken by horror, half engulfed in a long-time fantasy, and she began to suck him off partially of her own volition… She sucked and sucked, starting to lose herself between Ozpin's shaft in her mouth, the wriggling tendrils in her ass, and the _huge _member in her pussy… until she felt another _huge _tapering head press up against her folds… Her eyes shot wide, but she was powerless as Ozpin thrust into her throat, blowing his load and distracting her as she was forced to swallow, and in so doing leaving her unprepared for the second _massive _breeding member to penetrate and heinously _stretch her…_Glynda's whole body spasmed, but the tentacles held her down. All that changed was that Ozpin pulled out of her mouth if only to cum again in her _face. _

Glynda spluttered, "S-sir… _please… _I'll do _anything… M-Make it STOP!_"

Ozpin shook his head, "I'm afraid I don't believe you Glynda…" He grabbed her by the chin and pulled her slightly more upright on the desk, which the tendrils obligingly accommodated, and withdrew from her sore and abused breasts as well, "I need you to learn to _love it…_"

"B-but-_EEERG!_" A _third _breeding tentacle wrenched her pussy open and burrowed inside. Only her considerable Aura was preventing the _obscene _stretching from causing permanent _bodily _damage, but the instructor's pussy remained a grotesque sight, stretched _wide open _by the beast's three breeding tentacles, which spread her wide enough to fit a middling-sized _melon _inside her. As her mouth hung open, a fresh tentacle reached around and dove down her recently vacated throat, silencing any further plea.

"Worst comes to it…" Ozpin continued, roughly taking hold of both of her breasts and putting his shaft between her heaving mounds, "We'll just have to make use of you more… _passively…_"

Glynda could make no reply; what little was left of her mind was muffled by the ooze being steadily pumped down her throat now, as well as the three _hammering _members in her pussy as they began to spew cum into her womb. Cum pumping into her sex and the creature's hormone-altering cocktail down her throat, Glynda's body was _on fire. Everything _tingled with tens of thousands of pinpricks of uncontrollable pleasure and revulsion all rolled into one as the sheer _volume _of fluids pumped into her from the Ursula sweetly caused her stomach to bulge. Ozpin came again onto her chin and the tops of her breasts as the tendril in her mouth finally finished its work as well, leaving her tongue to loll out of her mouth and her eyes to stare blankly into nowhere as Ozpin sat down again.

"Honestly Glynda, I really wish that it needn't have come to this, but we can't have you getting in the way…"

Glynda collapsed on her side upon his desk as the three breeding members finally pulled out of her vagina with a loud sucking noise and spurt of cum. She felt the by-now familiar sensation of her insides turning over, but there was something _else… _She doubled over on herself in the fetal position, clutching at her cum-swollen belly where she felt an excruciating _tightness _both in her womb and her breasts. She languidly rolled onto her back, spread-eagle with her arms and legs hanging over the sides of the desk. Her breasts swelled and bulged in response to her unnatural pregnancy, nearly as fast as her already wretchedly swollen belly. Her stomach swelled to the size of a beach ball, and her breasts each to the size of a ripe watermelon. Milk steadily flowed from her nipples and her belly steadily undulated as all the Grimmling young writhed inside her; a horrific sight, one would think, but Ozpin seemed unfazed as he stood to walk around to the end of his desk to stand between her legs.

"Now Glynda, what's needed from you is _simple: Relax… _You'll be... _on maternity_ for some time yet now…" Ozpin quietly chastised as he held out his palm to her stretched entrance as she began to scream afresh, the first of a brood beyond number squeezing out of her cervix to writhe free, landing wetly in the Headmaster's hand, "Perhaps indefinitely…"


	45. Saiyuri Fujibayashi: Ressistance

**Hello all, so remember that time a **_**while **_**ago when I said I'd cover OC Saiyuri Fujibayashi? Yeah… I forgot too – but here she is now! My apologies to the author ****TiberiumSoul****… Sorry it took so long, but nonetheless I hope you folks get a kick out of this. **

**Warning: This chapter contains log-splitter, pregnancy, and eggs…**

"Something's not right here…" Saury Fujibayashi mused as she slinked through the recesses of the White Fang's secret headquarters. A member of the insurgent group she may have been, but she still had _no business _being _here – _no one below leadership was supposed to be in here at all – but she wasn't about to let that stop her. _Something _had been off at base camp for _days _now… Hushed whispers going around that the leadership was up to something shady- _even for them – _and it hadn't escaped her notice that some of her 'sisters' in the organization had been disappearing lately… Saiyuri meant to find out why… So far though, she'd come up with a whole lot of nothing, and nearly been caught _twice._

She hadn't slept in three days, and though a _snake _might be nocturnal, she wasn't without the need for sleep. After her duties every day, she'd spent every waking hour – including all those that she should have spent sleeping – trying to get to the bottom of this as she noticed the White Fang's male/female ratio growing progressively lopsided. She was tired, but her semblance hadn't failed to warn her of trouble yet, and so she persisted, _determined _to find out what was going on. At a quarter to three in the morning though, Saiyuri finally found something… though she'd very quickly wish that she hadn't…

She felt it as a tingling at the back of her neck at first. Danger; her Semblance didn't lie, but she steeled her weary body; she _had _to know… The next warning sign was a quiet whimpering echoing through the halls, acting as a beacon for Saiyuri's _need _to _know _and the first credence for her suspicion. Quietly, as _silently _as she could, Saiyuri pressed on, towards the door from which the dread-inducing sounds were emanating. It led into what had once been a gymnasium of the abandoned Mountain Glenn School that The White Fang had headquartered in, and with each passing step her dread mounted as she tried to comprehend the source of the moans and whimpers… Until she looked around the doorway, and her cold blood _froze… _

There had to be _dozens _of them; Faunus women of various breeds, _all _stripped _naked _and tied or _handcuffed _to various heavy objects that had been moved into the space, all having the effect of completely immobilizing the violated women as they were ravished by _scores of _writhing black tentacle… _things… _It wasn't _all _Faunus though… Even that Torchwick _bastard's _little whore was bent over a desk, taking an Ursula _twice her size _like a _bitch in heat… _

"Holy _shit…_" Saiyuri gaped, _just a little too loud…_

One off two sizable Ursula fucking a nearby teenager with small antlers halted, and its grotesque body lurched to turn and face Saiyuri, fixing her with a single growing red eye…

"Oh no... _Oh HELL no…_"

Saiyuri hesitated only a second as the monstrosity's tentacles began to propel it after her, crawling along the floor faster than she'd have thought possible, and the only choice was _clearly to turn and run. _She _thought _that she could outrun the shambling beast, and on any other day, perhaps she _could have, _but she was tired, and between that and the _nightmare _she'd just witnessed, she was having difficulty _seeing straight, _and the hungry Ursula was _gaining on her… _She drew her pistol and fired backward in an effort to stop the beast's advance, but running in one direction and shooting in the other was a tricky business at best, and she was far too exhausted to aim steadily. In any event, her magazine was soon empty anyway, and she had to focus on _running _rather than reloading. She weaved around corners, through doorways, and even up a set off stairs, but the monster pursued her ever more closely until finally she rounded another corner to find a dead end…

Panic set in as she tried to reload, but before she could fire, her weapon was batted out of her hand by a long-reaching tendril. Saiyuri recoiled at the feeling of its slimy skin against hers. She hadn't recoiled quickly enough though, as the very same tendril wrapped about her forearm, _pulling her in… _

"No… _no… Fuck no!" _Saiyuri struggled trying and failing to get away, both the Ursula's strength and her own fatigue getting the better of her, "Dammit! I'm _screwed!_"

Suddenly though, a flash of steel brought an instant of hop, severing the offending tentacle. Holding the blade was _Adam Taurus _himself, _precisely _the last person she'd have liked to see, but anything – _anyone – _was better than the alternative…

"What the _hell _are you doing here?" he demanded, "No one gave you permission to be-,"

Before he could so much as finish the reprimand though, the shuddering beast extended numerous tentacles, binding the once-authoritative bull Faunus around all of his limbs and his _neck, _lifting him from the floor and _hurling him _bodily from the window and down to a rather _hard _landing below, leaving Saiyuri alone and unarmed with the beast.

Her serpentine fangs were useless against this foe, and though she was stronger than her tall and slender form would let on, she couldn't contend with a mature Ursula's brute strength. Her hair stood on end and the odd few scales she had tingled in terrified anticipation of her fate, and the beast didn't keep her waiting; all of its patience had been spent, and its wrath kindled by the loss of one of its tentacles, but still Saiyuri tried to put up some feeble resistance.

She bent backward to doge the first thrusting tentacle, her flexible snake-Faunus frame allowing for a much more dramatic backward bend than any human could have done, but not dramatic enough to avoid the tentacle diving up her shirt, between her modestly ample breasts, and out her collar, before yanking back, _ripping her shirt open_. The jerking motion threw off Saiyuri's balance and she fell to the floor on her back, driving the air from her lungs. She was stunned for a beat, but then she was rolling to the side to avoid the next grasping tentacle, wincing just slightly at the feeling of the cold floor tiles pressed against her naked breasts and stomach, but she didn't let it stop her – she was _not _about to just _let _this thing fuck her. She sprang back to her feet and attempted to make a break for it, but two more tendrils reached to bind her legs, but she didn't give up. Without a second thought for shame or her dignity, Saiyuri unbuttoned and unzipped her nearly form-fitting jeans and took advantage of the slenderness of her body to slip free again, shedding her shoes and pants as she desperately dove. She rolled into a smooth landing, clad now only in her simple green panties, but it looked as though she was home-free until a third tendril reached out and grasped her ankle.

"No!" She cried before her breath was driven from her lungs as she hit the ground _hard _on her stomach.

The Ursula had run completely out of patience, and meant to fuck her, and fuck her _hard _to punish her resistance. Given how slippery she'd proven however, it determined to take certain… additional precautions… it used its tentacles to restrain all of her limbs and lifted her from the floor before turning her upside-down. Next the dazed snake Faunus knew, the back of her head, neck, and her naked upper back were pressed to the cold tiles, and her lower body was bent overhead above her, with her legs stretched back down toward the floor, held their by the tentacles around her ankles, and they were _spread _as a smaller tentacle began caressing her folds through her panties, making her whimper before it wormed its way under the fabric and tore it open as well, leaving the waistband intact but baring her ass and pussy just like the rest of her, ready for plunder. The tentacle continued to stroke and tease her bare pussy, and as she moaned, another of the creature's smaller tentacles filled her mouth and down her throat, exposing her system to its aphrodisiac lining.

Saiyuri felt her face redden and her body grow hot as the creature's secretions took effect, and arousal seeped from her slit as her body betrayed her and she began to _want it… _Her juices dripped down onto her own _face _as the ministrations and her body's sexual _need _reached a fever pitch, and then, just as she was about to _moan _for the beast to put its tentacle inside her and get it over with, the Ursula decided that it was done toying with its prey. It used its tentacles to lift its body over Saiyuri and mounted her, most of its bulk moving over her entirely to rest on her slender buttocks and against her back, leaving _just enough _of it over her thighs to accomplish its purpose even as its bodily weight further bent her double. The tentacle in her mouth _finally _withdrew in time for the flushed and violated Saiyuri to gaze up in horror not only at her own dripping sex, but at the not one, _but two _ribbed members as thick as ripe oranges _extruded _from the creature's underside with designs on her damp womanhood.

Saiyuri could muster little more than an incoherent whimper against her imminent fate, but her contorted body was powerless to escape the monster's clutches even had she not been bound hand and foot. It was the Ursula's turn to take advantage of the _elasticity _which Saiyuri's partially serpentine anatomy granted her, as _both of the thing's great members coiled around each other and pressed aggressively to her folds. _Saiyuri's face contorted in matchless pleasure as the massive fleshing _drill _ abused her folds and her clit before pressing both of its heads _deeper, _making her _scream. _Her walls stretched to accommodate the _colossal _violation more effectively than most women could have hoped to, but her vagina still tightly sheathed the vigorous double-helix of pleasure, _maximizing her own physical bliss _and minimizing her pain along with her Aura, even as the beast absorbed it. As the entwined members thrust in and out and _back into her, _Saiyuri's whole contorted body jerked and her breasts jiggled wildly, and she came again and again with thrust after thrust, showering her face in her own cum.

And then _it _came. Saiyuri's breath caught in her throat as the Ursula's piping hot seed was pumped into her pussy through both members, rapidly filling and _overflowing _her womanhood to dribble down onto her face as well. It was then, seeing the white sludge oozing from her body, and recognizing what that meant, that Saiyuri came back to her senses and _willed _herself to action. Languidly gazing to her side, she saw her weapon, which she'd just managed to reload before having it wrenched from her hands. It was _so close… _She reached… _reached… _her fingertips just brushed the grip… she stretched out her arm as far as she could as the distracted beast continued to satisfy itself upon her and pump her full of cum, but then… she _had it! _

With a long, violated cry she took her gun in both hands and aimed it at the writhing black mass between her legs and emptied her clip. The monster squealed, bellowed, but eventually collapsed, its limbs slackening around hers. Saiyuri took a long moment to catch her breath and still her heaving chest. Finally, after a long delay, she tried to disentangle herself form the beast, wincing and quietly squeaking as every little motion toward undoing her contortion caused the now stilled tentacles to move and rub against the inside of her pussy. When finally she had worked herself into a sitting position though, she could delay it no longer, and taking hold of the members inside her with both hands, she _yanked _the limp shafts form her pussy and gave a loud moan, before collapsing once more onto her back and letting more of the Ursula's cum seep from her stretched pussy.

* * *

After passing out for more time, Saiyuri groggily stirred from the floor and surveyed her violated body. Her vagina was smeared in the Ursula's cum, even as the beast's hulk began to evaporate. The tattered ruins of her shirt still clung, sweat-drenched to her back and shoulders, but it was scarcely mattered with the front _torn open _bottom to top, exposing her _everything. _Glancing over her shoulder she was at least granted a modicum of relief though, as, while crumpled, her jeans lay behind her on the floor, and they appeared undamaged. Weakly, she'd crawled over, then torn off a scrap of her mangled top to _wipe herself clean _before putting her pants back on. From there she'd shakily stood and _limped _her way out. She'd spent the next _week _, hiding under a blanket in a corner of one of the lesser-used buildings in the White-Fang encampment. At first she was filled with dread; she'd heard about these Ursula things, and having been now _raped _by one, she also knew what that meant… Perplexingly though, nothing happened to her… _at first… _She'd made it all the way out, covering her breasts with her hands , without anything happening to her body. Three days later though, she woke up feeling sick…

It didn't take long after that for vomiting to follow, and her nausea only intensified over the next day and a half. By the fifth day of her ordeal though, it became clear to Saiyuri that she hadn't been spared. Her partially reptilian anatomy had reacted differently to her impregnation, but this had only forestalled things, as by the fifth day she could feel her stomach beginning to bulge, and at the end of the _week, _she was transfixed upon her own fully bloated womb…

"This isn't happening…" She whispered to herself, not wanting to believe it, "I am _not _having a baby… _Not _a _fucking Ursula!_"

Her body, however, had other ideas as the contractions set in… She doubled over as her cervix dilated, but as though in defiance, she refused to make any other preparations, instead, she simply clutched at her swollen womb and moaned in pain. Nonetheless though, her muscles spasmed and bean the birthing process without her consent. She clawed at the ground and her eyes bulged in discomfort as her insides were stretched once again, this time far more dramatically even than when she'd been impregnated. It felt like a _cantaloupe _was being squeezed out of her – and it was only getting _bigger _as more of it was squeezed into her birth canal. She groaned and squealed in pain, her entrance parting widely even against her pants as the very tip of one huge, leathery _egg_ reached her entrance. She would have _broken _her it not for a certain _elasticity _conferred upon her by her serpentine anatomy with that _watermelon-sized THING _inside her. Finally though, she needed it _out – had to get it OUT – _and she gave up resisting, pulling her jeans down from her hips and baring her curvy ass and horribly stretched sex, though she hadn't the control to pull them off entirely, and so the fabric was stained with her vaginal juices.

"Oh fuck! Oh fuck! _OH FUCK!_"

Her stomach contracted suddenly as she _pushed, _squeezing more of the snake-like egg farther and farther out of her, though the excruciating effort only yielded a few inches of it breaching her entrance. Saiyuri's face contorted in pain as she _pushed _still harder, but only succeeded in pushing the grotesque egg another _inch _or so out of her while stretching hers pussy still more extremely. Her breath grew fast and shallow as her body subconsciously took over, and her torso rhythmically convulsed, slowly, _painfully slowly _squeezing her aberrant offspring out until finally its widest point – at a diameter of nearly a _foot – _extruded past her folds. From there it was just one more solid _push _and a gasping moan of agony before the wretched _thing _spilled from her vagina, leaving Saiyuri to collapse upon the floor, utterly breathless…

As Saiyuri collapsed, utterly spent though, several black tentacles pierced the leathery eggshell from within and split the thing open. A single, melon-sized Ursula pulled itself out of the protective casing, its development in no way stunted by its longer gestation. It was fully formed and ready to breed, and equally indifferent to the distinction between any other female and its own mother. All it saw was that she was defenseless…

**Now then, next chapter we'll be returning to canon characters, though as to which, well I'll give you the choice: Blake &amp; consentacles, Yang/Ruby for you enabler fans who want more, or perhaps somebody else? Let me know in either reviews or PMs!**


	46. RWBY: Leadership

**Hello all! So, here's the next one starting off with some enabler and transitioning into a RWBY orgy! Doesn't that sound fun? I figured I'd try to cover several requests with this one since the fic's winding down, so hopefully it works, and as always, I do appreciate seeing your thoughts on the chapter and what you'd like to see. I have an idea more or less settled for what I want to do for the ending, but if you have anything you'd like to see, I'd be happy to at least consider it. **

**Warning: This chapter contains Futa, impregnation, and domination. **

Yang grunted with exertion as she used both hands to masturbate one of her ribbed black cocks. She could only jerk off _one _of her members though, because the other one was elongated, arched backward, and fucking _her own ass… _But she needed _more… _Her shorts were down, she was sprawled on Blake's bed, back arched slightly as her body responded to her sexual _need,_ but between the _two _Grimmlings inside her, she just _couldn't _satisfy herself… not _by _herself… No matter how hard she pleasured herself, and no matter _how many times _she came, staining Blake's sheets, it was _never enough…_

It was then that the door to the dorm opened, and Ruby walked in, frozen at the sight of her compromised sister, "Y-Yang?"

Yang Froze, "U-uh… H-hi Rubes…"

"Oh my God…" Ruby gasped, hand clapping over her mouth as she saw Yang's cocks, but then her hands moved to her belly, "A-are… f-from _me…?_" Yang looked away, not wanting to make her little sis feel guilty, but she failed, as Ruby made abundantly clear with her next words, "Oh Yang… I'm _so sorry…_"

"N-no! Rubes, really! It's okay… just… maybe you better leave before I… _can't control myself…_"

That gave Ruby pause, but after a few heartbeats, the younger sister shook her head, "No… It's _my fault _this happened to you…" She lamented, kneeling on the floor beside Yang, before turning around, bending over, hiking up her combat skirt, and pulling her leggings and panties down, the look of concern undiminished upon her face, "S-so as your team leader _and _your sister… I should take responsibility for that…"

Yang gazed down at her sister as she _exposed herself _to the blonde's view, he mouth watering. Her baby sister's luscious rump looked _so _inviting, and _everything _inside Yang _screamed _for her to defile that once innocent pussy, incest or no –_I have to have her!_

Yang's resolve and nurturing instincts _evaporated _as she forcefully grabbed hold of Ruby at the hips. Ruby winced, but said nothing, as though somberly accepting a _spanking. _Yang could only think of her own gratification as her second cock withdrew from her ass and stiffened beneath her first. Without warning or preparation, Yang _yanked _Ruby backward, all at once burying one cock in her little sister's ass and the other in her sweet, _sweet pussy… _Ruby whimpered, but didn't resist – she _owed _her sister _at least this much, _and if she was to give of her body, it may as well be for someone she cared about…

Yang _pounded _her baby sister _relentlessly, _making her moan and whimper with each penetration… Her walls spread around Yang's shafts, only to clench after her first orgasm. Her strength nearly failed her as both pleasure and _guilt _overwhelmed her; she was supposed to be giving _Yang _the pleasure, not taking it for _herself… but she couldn't help it… _

Yang bent over her baby sister all the harder, _plowing _her cocks into Ruby all the harder as lust more and more heavily addled her mind. Ruby felt her chest pressed against the floor, and began to feel the uncontrollable urge to fondle herself through her blouse… "_Oh… Oh Yang… _It's okay… I _want it…_"

Yang was past talking though; rather, she bent forward and _licked _up Ruby's neck, making her shiver. Ruby felt herself getting wetter and wetter as she submitted eagerly to the incestuous liaison, even as Yang grew more vigorous and animalistic. An instant later though, Yang's hands reached up from Ruby's hips to grope the younger girl's breasts, using them to pull her up onto her knees in front of Yang, though still facing away. Ruby whimpered as Yang's lower cock slid _out _of her pussy even as her Yang's first shaft was forced ever-deeper into her ass, and then it was _Yang's _turn to shudder as the now free-hanging Grimmling cock began to extrude further from her body, lengthening and curling up before Ruby's clit.

Feeling the itch all over again, Yang _bit _Ruby's ear before growling into it, "_Jerk me off…_"

Ruby responded with an _'EEP!' _But soon enough she nodded a little and obeyed, taking hold of Yang's now _two foot long _shaft between both hands. It felt wet and slimy in her hands, both with the Grimmlings excretions and Yang's juices, but Yang had instructed the younger girl to _pleasure her, _and so Ruby would _take responsibility _for that too… Slowly at first, Ruby began to stroke Yang's twitching member, earning a pleasurable shudder from Yang as her big sister's body pressed more closely against her back, Yang's voluptuous breasts compressing against Ruby's back. The feeling of those plump, luscious breasts pressed to her body was _more _than enough motivation for Ruby, and she began to masturbate Yang's shaft all the harder, beginning to join Yang in forgetting their relationship as sisters to focus exclusively on base sexual pleasure… Ruby gasped as Yang's hips began to buck again, and the fading memory of the cock in her petite little ass which she'd been getting used to came _plunging _back to the forefront of her mind.

"_AH! OH GOD! YANG!_" With one last buck of her hips, Yang's eyes rolled back in her head and _both _of her cocks _gushed _with cum, pumping it into Ruby's ass and spewing it all over Ruby's corset, "Y-yes!"

As the sisters continued their fucking session though, neither took notice of the wriggling black tendrils beginning to seep into the room through the vents, curling towards them with lustful intent. It was only when a much more _obvious _interrupted occurred that the sisters could be stirred from their frenzy…

The door to the RWBY dorm opened, admitting both Blake and Weiss into the room, _mid make-out session, _and all four girls froze. It didn't last long though… before long, Yang was overcome with lust again, and began to buck her hips again, shamelessly fucking her sister in front of their teammates, and moaning like a whore as her secondary cock extended still_ farther. _Then she reached in front of Ruby, grabbed two fistfuls of the young leader's blouse, and _ripped it open_, showing her sister's petite little breasts to both black and white alike. The effect was instantaneous; Weiss was not going to be left out of any sex with her girlfriend, and the increased state of Blake's libido spoke for itself …

"OH GOD!" Ruby moaned as Weiss and Blake fell on her in a fit of lust, each sucking onto one of her nipples, "S-So _GOOD!_"

Before long though, the tentacles reached down into the orgy and claimed Blake from her place at Ruby's tit. She struggled at first as she was hauled into the corner of the room where she could only _watch _as Weiss greedily laid claim to both of Ruby's breasts now, but then a thought crossed her mind: _she had the tentacles all to herself… _While she still had the freedom to move her arms Blake feverishly reached down to clutch the _crotch _of her leggings and _ripped _it open, tearing up her panties right along with it. She didn't spare a second in pulling her shirt up to expose her bra either, lest she not get the chance, as the Ursula's tentacles promptly restrained all of her limbs. Blake threw her head back and _let it happen _as her legs were bound _together _at the knees and her waist was twisted to the side. She gasped in pleasure as more tentacles came down to fondle her breasts, _destroying _her lacy black bra in the process, and then she _yelped _as from behind her a thickly _engorged _insemination tentacles squeezed between her thighs and began to burrow into her pussy, despite her clenched thighs… It was _ecstasy… _

As the Ursula prepared Blake for impregnation, Weiss was eagerly participating in the sisterly _love _session, sucking first on one of Ruby's nipples, then the other as she used both hands to make and increasingly _limp _Ruby's breasts to tit-fuck Yang's longer shaft. She'd been horny _all day, _to the point that she'd jumped _Blake _outside the dorm, but now that she had _this _opportunity, she fully meant to satisfy herself, just like Yang… Ruby _squirmed _in pleasure between them as _her _breasts were used to fuck Yang's cockup until it ended _in Weiss's mouth _as the Heiress sucked it off, and Blake's lustful moans as she was impregnated by the tendrils off to the side of the RWY threesome serving as the soundtrack to the fucking session.

"God Sis…" Yang moaned, "I _love you…_"

"Y-YANG!" Ruby cried, W-Weiss! I'm gonna-_AAH!_"

Ruby came _hard _just as Weiss had begun to thrust into the younger girl's pussy, and after she'd finished, she fell slack in her sister and her girlfriend's arms.

But neither Weiss nor Yang were done… The two shared a look, and Weiss took hold of Yang's longer cock, wound it around her hand and _yanked. _Yang _shook _and moaned as Weiss continued to _pull, _drawing more and more length from Yang's insides, _until the Grimmling inside couldn't extend its member any more. _Yet still Weiss pulled, heaving at the entrenched Grimmling and making the brawler wail, but it wouldn't come out. Growling with lust, Weiss conjured a glyph around the member and used it to forcibly _extract _her object of desire. Yang yelped and collapsed when Weiss finally succeeded, slumping onto her side , leaving Ruby to slump onto her stomach, Yang's remaining cock slipping out of her as she moaned in satisfaction.

"T-there we go…" Weiss gasped, clutching the squirming little Ursula in both hands, "Now… Come to Mummy…"

With a soft moan, Weiss slid the wriggling creature beneath her skirt and pulled her panties aside, pressing the Ursula to her folds. It squeezed inside her without delay, and the Heiress trembled and braced herself on her palms as it crawled inside her and into her womb, stretching her walls as it went, only to have them tighten again behind it. It was _ecstasy…_

Meanwhile, Blake moaned like a whore as her womb reached its maximum size and she began to enter the birthing process, only to be _dropped _onto the floor by the tentacles as they withdrew from the room, satisfied. Her vision blurred, Blake could only _push _as her Grimmlings endeavored to free themselves from her womb. Blake rolled onto her back and spread her legs , wrapping her hands under her knees and _holding them _spread. Her body shuddered as first one, then two and _three _little Ursula wriggled out of her before she collapsed, gasping, but the her body convulsed again – she had one more… The Faunus' whole body shook and quivered as this last Grimmling, rather than leaving its mother's womb, it extruded its member from her pussy, furnishing her with a twitching black cock…

At that moment, team RWBY had been reduced to one limp young crimsonette and her three teammates, their minds gradually being overcome by the hormones that the Grimmlings were pumping into their bodies. Each of the three elder girls were possessed of a hard black shaft that _craved _satisfaction, and it just so happened that Ruby, laying there on the floor, made for an enticing object upon which to satisfy their desires…

Yang was first to recover, crawling over to Ruby and rolling her onto her back before spreading her little sister's legs. Without more than a heavy breath Yang slid her cock into her barely conscious sister's tight pussy and began to _thrust. _It didn't take long for Weiss and Blake to follow suit. Weiss took Ruby by one of her legs and rolled her onto her side now without breaking Yang's stroke, and promptly added her own directly into Ruby's already stretched ass. Blake was last to take advantage of her leader, plunging her shaft into Ruby's mouth as she parted her lips to moan in pleasure.

It was a ragged and uneven session at first as all three elder girls not making love but _fucking _Ruby all at different paces; Yang was slow but _forceful, _Weiss was steady and firm, and Blake _hammered her cock _into Ruby's mouth as fast as she could. Ruby's body jerked and convulsed as the pleasure overcame her and she came. _Over and over _Ruby felt her juices gush out around Yang's shaft as the pounding in her pussy, ass, and mouth went _on and on, _and her three teammates gradually fell into _sync _in their penetrations and finally, all at once, all of Ruby's holes were filled at once. Yang moaned, Weiss swooned, and Blake purred, and each of them pumped a sustain gush of cum into Ruby, filling her utterly.

After several minutes and too many orgasms between them though, none of them had anything left, and al collapsed onto the floor, cocks slipping out of Ruby as they hit the floorboards. RWBY was a gasping heap as the three Grimmlings wriggled out and away, and Ruby, in the middle of all of them, leaked cum from all her holes as she faded _completely _from consciousness, a dopey smile plastered on her face. What was a leader supposed to do if not make her _entire team _happy?


	47. Amber & Danielle: Catching Up

**Hello all, back with another OC chapter, this time with ****Blackwing-John****'s Amber Chere **_**and **_**newcomer Danielle Incarnat. Fair warning though; I was explicitly asked to "do my worst" on these two, so this chapter may not be for those with fragile constitutions… **

**Also, I'm going to make a quick statement to those of you who offered extra OCs after last chapter… I appreciate the enthusiasm, but as I said, I'm not taking on new OCs for ****This ****story… I've got 3-4 more chapters planned, and as it is, the last three OCs may have to share a chapter… All this having been said, I'm not going to completely **_**rule out **_**'off-canon' chapters after the finale, **_**maybe, **_**or, if you want your OC in any of my other stories, I'll be happy to consider it… **

**Warning: This chapter contains Log splitter, triple penetration, impregnation, breast enlargement, and nipple penetration. **

Danielle Incarnat brushed a lock of her pink hair out of her face as she continued to sift through files on her scroll. She was an adult with responsibilities – only visiting Beacon to supervise a delivery of metal from her family's foundry – and she was serious about those duties, but that didn't mean that she couldn't spare an hour or so to visit an old friend as long as she was here. Seeing that all was in order, Danielle closed and pocketed her scroll, and without stopping, she checked to make certain that her side-ponytail of pink hair was as it should be. Her white turtleneck emblazoned with the Incarnat family crest – a lotus blossom – was pressed and neat, her dark pink combat skirt sashayed with her perhaps just _slightly _deliberately sensual strut, and her black thigh-high stockings showed _just _enough skin to do the job.

_Hmmm… that will do… It always does… _

Amber had mentioned that her classroom was numbered 2-C in the school's West wing, and it didn't take Danielle long to find it. Peering in through the window on the door, Danielle quickly confirmed that there were no students inside, only _Amber _at her desk… A slight smirk on her lips, Danielle took hold of the doorknob and invited herself in.

First thing was first; as she shut the door, she pulled a blank sheet of paper and slid it into the window-frame to block the window… It had been _far _too long, and she didn't want _any _interruptions… No sooner had she done this though than did she find herself wrapped in a sudden bear-hug from behind.

"Danielle! Oh my _god _it's been _ages!_"

"A-_Amber! _Lett-_go _of me!" Danielle bristled, smoothing out her white turtle-neck again as she was released before she turned to face Amber, "Honestly _Chere, _you are _impossible _sometimes…"

"Oh shut up, you _love it~_"

"I was _trying _to surprise you…" Danielle grumbled, but she couldn't stay mad for long, "But I _suppose _it's good to see you again…"

"Y'know, you never were any good at that…" Amber shot her a look, before smiling again and beckoning Danielle back to her desk, "_Anyway _c'mon, have a seat; we've got some… _catching up _to do…"

"Yes… That would be best," Danielle agreed, mildly disappointed at the pleasantries as she took a seat _on _Amber's desk, _very deliberately _crossing one leg over the other in a manner that made her skirt ride up to the point of _barely _covering her upper thighs, "So… what _have _you been up to Amber…?"

"_Well…_" Amber responded in an equally deliberate pause for emphasis, "I've gotten a _job~_"

"About time…" Danielle rolled her eyes, "I don't suppose I want to know who you had to _fuck _to get this job…?"

"Well-,"

"No… No, on second thought, I _really _don't want to know…"

Amber stuck her tongue out, "Oh like _you're _any better!"

"Hmmph… At least _I _keep business and pleasure _separate…_" Danielle scoffed.

"Oh _really?_" Amber raised an eyebrow, "Then _why _are you even _here? _Much less sitting in your _'No seriously, just fuck me' _position…?"

Danielle was speechless, but looking down at herself, she did notice that she_ had _indeed slipped into a bit of a sultry posture… "W-well…"

Amber walked two fingers up Danielle's thigh, flicking the pleats of her skirt out of the way as she went, "Does somebody _miss me~?_"

"Oh just _shut up _and _fuck me…_" Danielle snapped, uncrossing her legs "Before I change my mind…"

Danielle trembled as Amber cupped her at the sensitive juncture of her legs and _stroked, _prompting Amber to smirk a little, "Well _somebody's _eager… No panties Danielle? That's bold~"

"I had to do _something _to speed things up…" Danielle retorted between shivers of pleasure as Amber teased her by probing her entrance with one finger, "You talk too much… and never did _learn _not to _play with your food…_"

Amber licked her lips, inserting a second finger and _spread her_, "Oh _really?_ Well let's just see about _that?_"

Danielle yelped in pleasure and her concentration slipped, and that was when Amber pounced. She pushed Danielle's thighs apart and dove headfirst into the businesswoman's bare and _dripping wet _pussy, driving the more uptight of the two _wild _immediately. Danielle's back arched and her legs stretched widely separate as Amber's experienced tongue plied her depths, greedily lapping at her old teammate's sweet nectar. With another spasm of pleasure, Danielle's legs wrapped around Amber, holding her in to keep eating her out. They hadn't done this in _far too long, _and Danielle wasn't letting Amber go _anywhere _until the 'teacher' made her cum like _crazy…_ Amber, for her part, obeyed her old partner with relish, taking hold of Danielle's stocking-clad thighs and pushing her down so that her back was down on the desk, before pausing from her penetration of Danielle's folds to suck on her clit, and was rewarded for her spontaneity with a gush of juices from Danielle's pussy to _drench _the bodice of her orange dress, adhering the fabric to her curvaceous engorged breasts.

After a brief pause for breath though, the two relaxed, gasping, but that didn't stop Amber from smirking, wiping Danielle's juices from her mouth, "So… that satisfy you?"

Danielle propped herself up on her elbows, "_Almost…_" She kicked off her shoes, and stood from the desk, only to shove Amber down into her chair and straddle her, "But now it's _your turn…_"

Amber giggled in pleasure as Danielle began to _grind _against her, "Do your _worst~_"

"Oh don't worry…" Danielle purred with lust in her eyes as she pulled Amber's bodice down to let her breasts spill free, "_I will…_" and without further ado, Danielle bent down to playfully _bite _at the underside of Amber's considerable bosom like a hungry animal. Her lusty ministrations were interrupted however, when Danielle received a sudden spray of _milk _into her face… Danielle blinked, "Amber…?"

"Oh _come on!_" Amber moaned, "Don't stop _there!_"

"Amber!"

"W-what!?" Amber shook with a start at Danielle's more insistent prodding, "What is it? Why'd you _stop?_"

Danielle pinched one of Amber's erect nipples, causing a fresh spurt of milk, "_What is this?_"

"Um… milk…?"

"Well _obviously,_" Danielle rolled her eyes, "But why is it _coming out of you!?_ And come to think of it…" She squeezed both of Amber's mounds, producing a little squirt of milk from each, "When did you go up _two cup sizes!?_ I mean, don't get me wrong, it's _hot _but…"

Amber hesitated, "I uh… had some work done…?" Danielle looked down at her disapprovingly, and said nothing, simply tugging on one of Amber's nipples again to release another spurt of milk. Amber chuckled nervously, "New procedure-?"

Both women fell dead silent as the door to the classroom swung open. Very slowly, both Amber and Danielle turned their heads to the door without moving from their rather compromising position. In the open doorway stood Pyrrha Nikos, a frightened look in her eyes, as though she was running from something… Then a wet and heavy lurching noise followed her in through the door, and she snapped back to her senses. Pyrrha slammed the door and locked it, before bolting across the room to the adults in the room, though she all but ignored her indiscreet elders and hid behind the desk. Danielle blinked.

"Is… Is that _Pyrrha Nikos…?_" She asked, licking her lips.

"Yeah…" Amber answered, priorities equally misplaced, "She's one of my students… One of the hotter ones too…"

Being the only one _not _privy to what was going on, Danielle dismounted her fuck-buddy and rounded the desk to talk to Pyrrha, who was hiding with her back braced against the desk, "Hey you… you alright?"

Pyrrha looked up at her with a start, hesitated for a beat, and then reddened profusely, "O-oh… I-I'm so sorry to interrupt you and Miss Chere in your… intimate time but-,"

Danielle sighed and shook her head, extending a hand to help Pyrrha up before gently sitting her down again on the desk before starting to give her a back-rub, "You look _tense… _Let's see about helping you _relax, huh?_"

"B-but-,"

"Shhh… it's okay… we're not mad… _Are _we Amber…?"

"Of course not…" Amber responded, drooling slightly at the sight of Danielle giving _Pyrrha Nikos _a massage on _her desk, _"As a matter of fact we were just… _relaxing _a bit ourselves…"

As Danielle's hands began to move over the slowly relaxing Mistralian Beauty's shoulders to cup at her breast though, the door burst open, granting admittance to a _massive _Ursula, and several more smaller specimens burst through and dropped down from the vents above, each lusting for its share of the assembled huntresses.

Danielle's eyes darted all over the room to survey the encroaching monstrosities, "A-Amber!? What the hell is happening here?"

"Well you see…" Amber responded, equally distracted but less unnerved, "The school's experiencing a bit of a… infestation…"

"Of _GRIMM? _In a _Hunting school!?_" Danielle reached for her gun-blade, which she hadn't brought with her, "What the hell do we _do!?_"

"Well actually…" Amber said, swallowing, "We're pretty much fucked… So just… try to enjoy it…"

"What the hell do you mean, _'enjoy it!?_" Danielle demanded swatting away a tentacle with a curt backhand as Pyrrha clambered onto the desk in futility, but Danielle couldn't pull her leg away fast enough to avoid the second tendril to come her way from one of the larger invaders, "G-Gah! It's so slimy and _gross-AACK!_" It was then that the beastly tentacle _yanked _Danielle's legs out from under her and she fell backwards onto the floor, "_AMBER!_"

But Amber was indisposed, so to speak, as she was being bent over her desk and _mounted _by the largest of the Ursula, her cheek flattened to the polished wood between a _terrified _Pyrrha's spread legs. For her part, Danielle _tried _to resist as the second largest of the undulating monstrosities pulled it's mass astride her thighs, but then she heard something _very interesting… _

"Oh! Oh! _Fuck YEAH!_" Amber moaned in _ecstasy _as the large Ursula plunged one of its tentacles into her pussy, and she _distinctly _seemed to be enjoying herself – at least if the _rapturous _look on her face was anything to go by…

Danielle glanced between Amber and the writhing black mass of tentacles holding her down… Her and Amber's own days at hunting school had ingrained into her that this was wrong… _All wrong… _So enormously, _monstrously wrong _that she knew she should fight, run, _escape… _These things sucked Aura out to feed upon, and would use her to _breed _to boot… _but… _Amber seemed to be having the time of her life…Danielle took a deep breath, "Oh _fuck it… _looks like fun…" and with that she spread her legs, willingly presenting herself to the beast. The effect was nigh instantaneous; two of the Ursula's tentacles arced upwards and _dove _into Danielle's _experienced pussy. _Danielle jerked as pleasure broke her down all at once, the two squirming tendrils inside her _writhing _all over each other in her core. Amber was _right! It felt SO GOOD!_

Meanwhile Pyrrha watched, aghast as the two other women willingly surrendered themselves to the violation now, but she wasn't so obliging. She was done with this. She'd been violated _too many times, _and she wanted her life back… Unfortunately though, she came to this decision too late to save herself. Numerous tendrils beset her from behind, slithering up her stomach and under her corset and over her shoulders, between her breasts, and then, all at once, _ripped her top off. _She scrambled to get away, inadvertently tumbling from the desk and trying to crawl away in a desperate panic. She kicked the creature momentarily stunning it, and pulled herself free, scrambling for the door. A single half-hearted tendril reached out after her from the largest beast as it plowed Miss Chere, slipping its way under the waistbands of her skirt and panties, but it didn't stop her. Though her skirt and panties were torn off, it didn't halt Pyrrha's escape, fear and revulsion superseding the shame of baring her nude form to the whole school, and so she ran, leaving Danielle and Amber to the Ursula's lust. Frustrated, the third Ursula turned its tendrils upon Danielle as well, as its larger counterpart did not look as though he meant to share his prize…

Tendrils hefted Danielle onto her knees now, her first despoiler steadily pillaging her womanhood while its brother latched onto her from behind and began extruding a _thick _member into her shapely rear. Her jaw dropped as the feeling _consumed her, _and half a dozen tentacles wormedtheir way up her supple figure and under her turtle-neck to grope at her modest but firm breasts.

"_Oh SHIT! Amber this is AMAZING!_" She moaned, hands gravitating to her own breasts as the tentacles under her top undid her front-clasping bra, "_Why _have we never done this befo0_OOOOORE!_"

"W-Well… There was that _one _ti-EEEEEEM!" Amber's reminiscence was interrupted as the massive Ursula's first breeding member was _plunged _into her obliging pussy.

Danielle's body spasmed again as her frontal Ursula extruded _it's _member into her pussy as well, "_Erg! _T-That _Beowolf _d-_doesn't count!_" Danielle's frontal Ursula then decided that she could take _more _at that point, and nearly _half _of its tentacles spiraled around it's ribbed primary member and utterly _destroyed _her pussy all at once, "O-_OH FUCK!_"

Her legs jerked erect, sending her sprawling backward to flop onto Amber's desk just in front of her old partner. The reprieve brought on by her sudden stand causing the tentacles to pull out of her was brief though, as it didn't take long for one of Danielle's 'playmates' to clamber on top of her and resume the fucking. Both women jerked in time with their respective Ursula's rhythm, and moaning progressively more loudly with each passing thrust.

"Oh God! OH GOD! THAT'S WHAT MAMA WANTS!" Amber shouted as her back arched upward and a sprinkle of milk from her nipples sprayed in Danielle's face, "OH YEAH!"

"S-Oh shit!" Danielle moaned mid-quip, "_Short fuse much…?_"

"Shut up Dani! A girl has _needs- _AND OH _SHIT _SO DO TENTACLES!"

The great Ursula's overflow cum spurted from Amber's pussy, signaling her impregnation just in time for Danielle to be brought to her own orgasm, which was swiftly followed by a load of Ursula cum pumped into both of _her _holes.

"Oh _fuck _that was amazing!" Danielle enthused in a momentary lull, "It's better than _sex!_" Then the Ursula's resumed their _fucking, _"F-_fuck… _How much are we gonna g-GAAH!MMmphh!"

Danielle's query was broken off as the largest of the Ursula plugged both her and Amber's mouths with slightly smaller insemination tentacles which began pumping them full of the beast's hormonal sludge almost immediately.

Both women trembled wildly as they were double and _triple _penetrated and pumped full of the monstrous Grimm's fluids, eyes lolling back in their heads… As the two lay there, getting pumped full in all of their holes, their stomachs bulged until the Ursula all finally finished with them and withdrew all their members at once and spraying the pair all over in cum and fluids.

Amber clutched Danielle to her breast as, for a moment at least, the tentacles vacated all of their holes, inducing post-orgasmic shudders of pleasure as they went. They held each other up, gasping for breath, cum leaking from every orifice, but neither could deny it – they had _enjoyed it… and wanted more… _Two sets of horny lips _crashed together _as the pair groped for still more satisfaction. It was hot, _wet, and messy, _and they wouldn't have had each other any other way…

"Mmmmm… Amber… s-so… what happens now…?" Danielle gasped into Amber's mouth, never breaking off her passion, "Squirmy runts and milky tits then…?"

"Mmmmhmmm…" Amber moaned in answer before parting their lips for just a second, "…I _think…_"

Danielle froze even as she felt the _heat _building and tingling inside her, "What do you mean, _you think?_"

"I…" Amber swallowed, "I feel… _different _then last time…"

Danielle felt the first stirrings of the infant Ursula forming in her womb, "Different _how…?_"

"I…" Amber slumped back into her chair behind her desk, clutching her stomach at the first sign of swelling, "I feel _hotter… and everything tingles…_"

Danielle yelped and doubled over as her own stomach began to swell, ""Y-yeah… m-me too… but if this is different than what you went through- HOLY TITS!"

_They were huge. _Danielle's eyes fixated on Amber's bare chest as it began to swell even beyond it's already engorged state. They _bulged _in tandem with her womb, but she didn't have long to gape at Amber's ever-enlarging womb and breasts, as one of the Ursula grew impatient, plunging it's member back into Danielle's unprotected ass, knocking her forward onto the table on her own swelling tits and stomach. With each passing moment Danielle's own belly swelled, elevating her hips and shapely rear as she was again violated. What _really _got her attention though, was the slight _ripping _noise that came from her bodice.

"_Shit…_" Danielle moaned, "You _so _owe me a new outfit Amber!"

"I think I'll need one too…" Amber moaned , eyes rolling back as her orange dress split at all the seams and the tatters fell unceremoniously from her mostly naked body, leaving her clad only in her stockings as her stomach surpassed the size of a beach ball, and her melon-sized tits loomed large in Danielle's face. She gaped, knowing that she was next…

"AMBER! Do you have any idea how _hard _I have to work to keep my figu-EEERRG!"

A second and third tendril plunged into Danielle's ass as her swollen belly rendered her balanced such that her face and breasts as they bulged and tore through her blouse were hung over the back of Ambers desk, while her ass and thighs were aimed nearly skyward. Her own breasts grew pendulous now as milk began to flow from her nipples and the _massive _stimulation began to erode Danielle's consciousness . Even then though, it was only beginning…

More tentacles descended upon the pair in earnest then, a smaller breeding member plugging Amber's mouth again, while more arm-like tentacles bound her legs to hold them spread and coiled around her monstrous breasts, squeezing them to produce _geysers _of milk to shower all over her lover. Danielle's legs were beset as well wrapped and pulled into a _split _before being pulled forward to balance her heels on Amber's desk, leaving her even more precariously balanced on her grotesquely swollen womb and her lower holes _spread _to boot. It didn't take long for her violators to seize upon the opportunity, driving a _fourth _tentacle and a small _breeding member _into her abused ass. She _screamed _as her rear was _destroyed _by the massive writhing column, and so fixated upon that was she that she didn't see the next penetrations coming… She squealed as shooting pains forced their way into her engorged and dribbling nipples as two of the smaller tentacles wriggled their way into her huge hanging breastsA… The lender tentacles, eager to get inside her, _forced _their way into her mamarries through her peaks, achieving several _inches _of penetration before they began to plunge alternatingly in and out to siphon off her Aura, milk streaming down the tentacles all the while. As her mouth opened to scream though, the first little Grimmling squeezed from Amber's pussy, and without a moment's hesitation it reached out with its tentacle to latch onto Danielle's face to pull itself to her face and begin fucking that mouth.

They were held like that as Grimmling after Grimmling began to _pour _from their stretched pussies, birthing more and more as the time went by. Neither had any concept of time left as they produced a brood that threatened to fill the room with writhing Grimmlings. From proud huntresses, they were reduced to sexual _objects _and slaves to the lust of the Ursula, bearing ever more of its children as their dulled eyes stared blankly at each other, blind and deaf to the world as Grimm spilled forth from their pussies in droves, and their mouths, asses, breasts, and entire bodies were interminably subjugated to the creatures of darkness.. Yet Beacon life persisted despite their ordeal, and a certain Wolf Faunus invited herself into the classroom for a tutoring session with Miss Chere, sadly ignorant of what was transpiring…

"I'm here Miss Amb…er…" Likos Haima stopped cold at the sight of the two swollen, _naked _woman bent and lain over the desk and chair across the room, and her blood ran still colder when she realized _both women _were birthing a steady stream of undulating black tentacle creatures… and now a great many of them were rapidly crawling _her way,_ "Um… crap…"

In the next moment, large, thick tentacles barred the door behind her as the wriggling horde fell upon her. Likos Tried to back away, but quickly hit the wall, where her wrists were swiftly bound to the wall and her ankles widely spread as the squirming Grimmlings began to pile on top of each other between her legs in a frantic race for the terrified wolf's pussy. Likos struggled, _especially _as she felt the slimy little tendrils licking at her inner thighs, but she couldn't escape, and the first little Ursula to surmount the pile of its brothers began to pull her panties aside and spread her folds...

"N-no! NO! NOOOOOO!"


	48. Cinder & Roman: Reaping what You Sow

**Hello folks, back with what I plan to be the third to last chapter - and fair warning, the ending I'm going for will be more or less true to the 'horror' tag on the story, even if it isn't bloody or gory as such, so you have been warned... **

**Warning: This chapter contains coercion, impregnation, and breast enlargement. **

Cinder had returned to Mountain Glen with a single goal in mind: She would use the Ursula to carry out her plan… She didn't know why she hadn't thought of it sooner – save perhaps having been frequently subjected to the beasts herself – and willingly so, but that was of no consequence. Now though, she was in control of herself again, and she could assert her new plan at headquarters… The Pyromancer confidently strutted into Roman's office. She finds the thief leaning back in his chair, feet up on his desk. Most displeasing of all though, he didn't even _move _at her entrance – he barely reacted at all…

"Roman…"  
"Yeah? What is It babe? As you can see, we're _very busy _out here…"

"Well you're about to be _busier…_" She shot back in a threatening tone.

Roman glances up past the rim of his hat, though unbeknownst to Cinder, it's not at _her _that he's looking, "Funny you should say that… I just had the same thought… Of course, you'll be _busier…_"

"What do you-?" Cinder didn't get to finish her reprimand though, as not one, but _three _large Ursula rapidly lurched through the door behind her, rapidly besetting her with their tentacles.

"R-Roman! W-what is this!?"

"This…" Roman swings his cane and sits back to watch, "Is the new plan…"

Cinder's eyes go wide as tendrils bind her wrists and wrap all around her arms and legs, "R-Roman-!"

"What was that? Sorry I can't hear you. Very busy you know…" He mocks, holding a hand to his ear. Clearly, he wasn't going to raise a hand to spare her…

A cocktail of fear and lust twinges Cinder's eyes as the tendrils completely coil around all of her limbs and begin wriggling under her dress. She couldn't fight it… She – _Cinder Fall – _was going to be these Grimms' _bitch _once again… And Roman was going to _watch… _She trembled as the tentacles slithered over her thighs and over her shoulders, between her breasts and over her ass. A moment later, the crimson dress is torn to shreds and her panties are soon to follow, leaving her totally naked. Perplexingly though, they didn't take her – not _yet – _but rather lifted her over Roman's desk to straddle him in his chair. She didn't understand at first, but then he unzipped his pants, and before she could react, he seized her hips and pulled her down onto his shaft. She threw her head back and wailed, only to have her mouth filled with yet another slimy black tentacle.

Roman smirks, bucking his hips relentlessly as the tentacles hold Cinder in place relishing every second of the opportunity he'd been thinking about ever since he first laid eyes on the scheming little bitch, "Looks like someone's been busy at Beacon; not very tight are we?" Cinder can only glare loathingly at him before the pleasure overcomes her reddened face, a tentacle beginning to worm its way into her ass, "See, turns out if you make sure they've got _plenty _of pussy, these guys are _surprisingly manageable…_" Roman smirked.

Cinder's eyes rolled back in her head as a second, considerably thicker and _ribbed _member entered her ass, and the tendril in her mouth began gushing thick oozing sludge down her throat. Roman fucked her harder and harder, sending treacherous jolts of pleasure up her spine his cock striking her most sensitive places time and time and _time again, _until finally it all broke her down and she came, her mind evaporating under the influence of the pleasure. She felt a warmth pervade her core as Roman finished inside her, but then she make a smothered squeal as the tentacles _hauled her _off of Roman on the desk, immediately replacing Roman's cock with the thickest breeding tentacle yet, stretching her as it pushed inside. Cinder's body thrashed and spasmed as she was dominated by the Grimms' tentacles in every hole, all awareness of anything outside of her own raw physical sensation utterly erased.

"Ah… Fuck yeah…" Roman leaned back in his chair, butting his feet back up, "Always wanted to do that _bitch, _but I think Now we'd best call it quits – I'll take over from here with the whole 'overthrow Vale' thing; you just go ahead and get comfortable with the other ladies…"

Cinder's eyes went wide as three different Ursula hauled her away without ceasing in their pounding of her orifices. The doors to Roman's office swung shut behind her as the Ursula dragged her away, but not before she saw him wave mockingly after her, but even that infuriating degradation as her naked, violated body was paraded past an assembly of several male white fang members. It felt _so good _and she _hated it… loathed it… _especially because she wanted _more…_

Cinder's awareness faded in and out until another set of oors was thrown open _precisely _when the _huge _member pumped her full of the Ursula seed and hormonal sludg, and she was thrown onto the floor of what had once been a school gymnasium. Tentacles withdrew from her body all at once, leaving cum and other fluids to ooze from her mouth, ass, and pussy, and as her vision came back into focus, she saw her fate. Wall to wall, the _entire room _was line with what had to be very nearly every female member of the white fang, all stripped down and either pressed against the walls or bent over any one of _dozens _of Ursula or each other as they all took the tentacles over and over again. Even Roman's little whore – _Neo – _was sprawled on the floor, _two different Ursula _filling her with their tentacles. She didn't understand it all at first, but then she saw one of the other female White fang's stomachs bulging as she let out a scream as a clutch or wriggling infant Ursula emerged from her pussy… And then Cinder felt her own body heat up and her stomach turn over.

The vixen's face contorted in a perverse mix of pain and pleasure as her womb and breasts began to swell, but she couldn't fight it. She reached out for the door of the room as it closed, swearing revenge, but at the same time knowing she could never do it… Already her stomach felt like hat magma roiling inside and her chest grew tight – almost _painfully so _– as her nipples peaked, beginning to dribble milk as her mounds bulged. Finally though, Cinder's rage fizzled out, overwhelmed as she flopped limply onto the floor, body swollen under the influence of the Ursula's fluids, and she couldn't fight it anymore. Eventually, she passed out, the tentacles of her first broodling beginning to emerge from her pussy…

* * *

"About damn time…" Roman mused to himself, "Roman Torchwich is _finally _on top-,"

Suddenly, the door of his office burst off its hinges, cutting the smug theif off mid-gloat. Through the broken doorway lurched a large Ursula, followed by another, and _another… _All moving with a decidedly malicious purpose…

"Ah shit…"


	49. Jade, Scotia, & Cymru: Chaos

**Hello everybody, me again, and I'm afraid I can only say that I've been busy as to why this has taken so long; it's just a busy season for my job, and inspiration and free time don't always line up for me, sadly… That said, this marks the final OC-focused chapter and the second to last chapter overall I think, with next chapter being the finale, which I will try to release in one part. It will be the end of this story's 'plot' such as it is, though I won't rule out doing more with tentacles in the future. More immediately though, my next chapter will be the next installment of "Playtime with Snow White" for which suggestions are always welcome if you're interested, so you can look forward to that I guess. Still, I hope that you enjoy~ Todays victims are provided (a long time ago, I'm sorry to say…) by MmmInsanity (Jade Robbins) and LoneWolf11 (Scotia &amp; Cymru); many thanks! **

**Warning: The following chapter contains Futa and impregnation. **

Jade Robbins was not a particularly remarkable girl – save perhaps for her silver hair and green eyes, she was quite shy for a huntress in training and was often given to hiding much of her face with a scarf, due in no small part to the scar on her cheek that made her appear to perpetually frown. Bashful as she was, she didn't need that detracting from her already limited social life… especially not if it meant _a certain someone _would think it made her look ugly… _His _name was Carson, and she was staring at him at that very moment, - through a bookshelf and between several volumes of course…

He was sitting at one of the library's tables, his long white hair a _lovely _contrast to both his black ears and tanned skin. _Dreamy _was the only word to adequately describe him – at least, in the mind of Young Jade Robbins, from her hiding place behind the aforementioned bookshelf, breathing somewhat heavily through her open mouth…

"H-He's perfect…"

Just looking at him always made her excited… her skin would tingle, her breathing would grow heavy, and she'd get a little dizzy, the butterflies in her chest almost becoming too much. She'd always catch herself fantasizing about him, kissing her… touching her… ripping all of her clothes off and taking her then and there… wherever he wanted… no matter who was watching… He could take off her C-cup bra and fondle her…. Suck her… pinch her peaks and _twist… _If he wanted, she'd even get on her knees and put his manly length between them…And she knew that he was big… she had pictures… not that she could ever tell _anyone _how she'd gotten them… Even if he _did _find out though, she was _sure _that she could _persuade _him to forgive her…

"W-Whatever you want Carson~" She chuckled quietly, drooling a little as he flipped a page in his book, deluding herself into imagining him sweeping her top, unbuttoned, aside…

She rubbed her thighs together whimpering softly at the thought of him touching her entrance, and then _clenched together _as the fantasy grew so intense that she could have sworn he'd actually been _touching her… _She was _so wet _and she didn't even care… She wanted him _so much… _even if she could just have his body…. She reached up with her left hand to squeeze her breast, unable to resist, and her legs trembled, she _felt _his hand side up her stomach to join her in groping her other breast, and he came up behind her – so she imagined, - pressing against her… ready to grant her wildest, _sauciest _dreams as he pushed inside her _dripping folds and tight ass both _to enter her body-

And then she realized that she was _actually _feeling it, but she was still watching Carson through the bookshelf…

"W-Wha-!?"

A thick, _ribbed _column of slick black flesh silenced her cry by forcing its way down her throat, swiftly followed by a second and third _slammed _up under her skirt, tearing through her panties, and plunging _deep _into her virginal holes. Her eyes bulged in her head as she was violently triple penetrated, and two lesser tendrils curled under her blouse through her sleeves and _tore _her top to shreds. She gave a stifled whimper as her maidenhood was violated by the member occupying her vagina on its inexorable _drive _inside of her, _wracking _her body with both pain and _unfathomable _pleasure of the flesh. She fell forward and off balance as the tentacles slammed inside of her, forcing her to brace against the bookshelf, which creaked in protest, threatening to reveal her to the entire library, but she didn't care. The tentacles _squeezed _her breasts, almost as if trying to _milk her, _and the pounding twixt her legs and in her ass grew so intense as to bounce her onto her tiptoes even lifting her _clear off the floor _with each pulsating thrust.

"Mng! Mng! MMMMM!" Jade threw her head back as a flood of pleasure gushed out of her around the penetrating member alongside her maiden's blood, her walls pulsing around the undulating shaft. A tear trickled down her cheek as she realized that she couldn't save herself for Carson anymore, but _god _did it feel _so GOOD! _All her holes were filled, a tentacle stroked her clit, and both her breasts were subjected to a vigorously _pleasureable _battery of manipulation by yet more slimy members, and she loved it. She let go of her grip on her sense of self as she submitted completely to the pleasure, only to have a second, though smaller tendril corkscrew around the first in her pussy to penetrate her as well at the same time as one more mighty thrust, forcing her forward and finally toppling the shelf. A dulled scream came from her as she fell forward with the shelf, staggering on her hands and knees, her ruined clothes giving a clear display of her generous breasts as the jiggled when she came to rest. As the whole library – Carson included – turned to see her defiled by the groping tendrils, the member plumbing her throat discharged a huge payload of white sludge down her throat before pulling out of her mouth and spraying the remainder over her face.

"C-Carson- O-OHHH!" Her back arched even as she was transfixed upon the shocked Faunus boy, both ribbed members in her lower holes pumping her full.

The library erupted in shouts and terrified screams,, just a moment before all of the vents exploded, a mass of tentacles emerging and reaching for any and all young huntsmen and _especially _huntresses. In a blizzard of black tentacles all across the room, clothes were torn apart, laying near everyone, male and female alike, bare, or very nearly so, before all the horrified students were _violated _in every orifice that would accommodate a tendril. Nora Valkyrie was bent over a table taking it in her pussy and as, and Velvet Scarletina's legs were pulled nearly into a _split _as more tentacles tore through the shreds of her panties and silenced her moaning and screams by plugging her mouth, and Serra Lansel was on the floor, legs spread with nearly _half a dozen _tentacles struggling for dominance inside her pussy… Yet in all of this, even despite the two members already violating her own body, all Jade could do was stare as a set of tentacles swiftly disrobed Carson and plunged down his throat…

At first, fear – horror even – registered, but with each _thrust _into her pussy, she became more interested in the sweat on his brow, and his sculpted abs… and the way he became more and more erect as the tendril pumped white sludge down his throat… The final straw broke in her mind as the pumping in her own lower orifices bulged her stomach to the size of a melon, before the tentacles pulled out and _showered her _in its cum as well…

When she was finally released, amidst all of her screaming and moaning peers though, she didn't want to run away… giggling unnervingly, she instead crawled, naked, toward Carson. She hobbled toward him on shaky and unsteady hands and knees at first, fighting to ignore the unsettling feeling of her insides turning over and the tightness – stretching - of her chest, but when she reached him, she knew what she wanted, and she cupped her swelling breasts in both hands…

She licked up from the base of his shaft to the tip, before squeezing his member between her gradually swelling breasts. Her pussy was _dripping wet, _and her womb swelled by the second, and milk began to dribble from her nipples as she began to more vigorously tit-fuck Carson, sucking as hard as she could on the head of his shaft. She was so absorbed in it – she had her man… - and she didn't even notice what the violations had done to her body… Her swollen stomach nearly brushed the floor between her knees now, and her breasts, engorged and bulging with milk, easily approached an e-cup, even Carson's impressive length disappearing between them as his waist and stomach were showered in milk.  
"C-Carson~ do you love me yet-,"

Jade's lust-addled question was cut off as the tentacle pulled out of Carson's mouth and he looked down at her, eyes dilated and bloodshot. He seized her by the hair to forcefully turn her around and bend her over. Jade gasped as her palms struck the floor and the impact caused her swollen womb and breasts to jiggle violently. Her body jerked as something pushed out from the gate to her bloated womb, even as Carson thrusts forward, plunging his cock into her now thoroughly used ass. Her back immediately arched and she threw her head back, emitting a silent scream, though of pleasure or pain, she couldn't decide as the muscular spasms induced her to push a writhing baby Ursula out from her womb and pussy all in one motion, "FUCK!"

Carson pushed her down further, mounting her fully in animalistic lust as he forced her swollen belly and breasts to press against the floor, creating a huge pool of milk on the floor around her chest and making her scream and the _pressure _forced Grimmling after Grimmling out from her pussy, with no end in sight and yet, broken though her mind was, she found pleasure in it, which was just as well, because in a library full of other victims being raped and intoxicated by the lascivious Grimm – indeed an entire academy under the same shadow, she didn't really matter… so she might as well enjoy it, right?

* * *

"Come on Cymru! Actually _try _to fight back!"

Scotia Holme, a lizard Faunus, was a touch irritated by her partner's passivity. No matter how much she insisted, Cymru wouldn't actually attack – just awkwardly dodge and squeal in surprise. In fairness, Cymru Ysgarlad was not a fist-fighter by preference, but it didn't help Scotia's mood…

"Scotia… slow down…" Cymru complained a little sheepishly, shying away, "I don't want to trip on my dress…"

Scotia sighed, "Honestly Cymru! Do you think a Grimm will care about your dress!?" She shook her head in frustration, "We've got to be ready for _anything!_"

Cymru shies away, "Don't yell at me… I just wanted to spend time with you…"

Scotia's expression softens, "I… Cymru… I just want to make sure you're safe-,"

Just then, the two partner's moment was interrupted by the ventilation ducts of the gym breaking off of their housings with a terrible noise, and suddenly the room was filled with a flood of writhing black tentacles, surging through the air and grasping for them.

"What the-!?"Scotia gasped, before her agape mouth was violently filled. Scotia gagged as the slimy, undulating tendril worked its way down her throat and forced her onto her knees. It choked off her scream as the wriggling end of the tendril probed her insides, causing a slight rippling bulge in her bare stomach beneath her sports bra, but this violation was of less import to her than what was happening to Cymru… Scotia's partner had her back pinned to the floor, her legs spread by two tendrils , throwing her dress up to expos her white silken panties to Scotia's view before a third tentacle pulled the undergarment off and up to her knees. She'd have never have admitted it, but the lizard Faunus had occasionally fantasized about the view up her partner's skirt, and her blue-green reptilian tail twitched as she drank in the sight, she felt her body getting hot…

"N-no! L-Let me go!" Cymru cried, mouth unimpeded by the beast's members as she struggled. Her thighs tensed and relaxed, buttocks clenching, legs twitching, all seemingly for Scotia's guilty pleasure as every little movement made Crum's immaculately shaven sex _dance _in Scotia's view, "S-Stop!"" She plead in futility as a tentacle began stroking her clit… "O-OH!"

As the first drops of involuntary arousal began to seep from Cymru before Scotia's eyes, the normally protective Faunus felt her self getting _drenched. _She could _see _Cymru's virtue… and she _wanted it… Needed it… _She'd give _anything_ to have it_… _But the violating tentacles took it _first. _Scotia watched with wide eyes as yet another among the tangle of glistening black tendrils arched downward between Cymru's bare legs and, with the speed of a striking snake, _plunged _into the demure virgin's _quivering pussy… _ A few droplets of Cymru's precious maiden's blood splattered across Scotia's cheek as her partner's back arched, her pussy filled with a second, third, and fourth tentacle as she screamed in pain and ecstasy.

As Scotia was transfixed upon Cymru's impaled sex on her hands and knees, yet more tendrils stole upon Scotia from behind. It started as two of the dark tendrils spiraled around her lizard-like tail, reaching and pulling her gym shorts down to expos her ass and womanhood. She tried to look over her shoulder in shock, but the thick, slimy member writhing all the way down her throat wouldn't let her turn her head, and as it's vulgar secretions did their work in her body, she had less and less will to resist… It wasn't long before both tendrils around her tail were spiraling around each other and into her virginal ass, forcing her to emit a muffled scream around the column of violation in her mouth, but that was nothing next to what was to come. Her arms were wrenched from in front of her and pinned to her back, her legs were forcibly spread, and from the writhing mass behind her, a truly _massive _ribbed column of slithering violation _hammered _into her pussy. She gagged around the member in her throat as the sheer force of the penetration _thrust her forward _and over Cymru's _writhing body_ as her own walls were spread by the _massive _member, stretching her walls, breaching her maidenhood, and forcing deeper, deeper, _DEEPER!_

As the great member _plowed _Scotia's depths, minor tendrils clung and tore at her sports bra to strip it from her body, and coil around her breasts, all as her eyes roll back in her head and her conscious mind blurred… Scotia's stomach bulged and retracted rapidly as the member plowed her, the bulge constantly rubbing against the underside of Cymru's stretched folds and Scotia could only give herself over to it as all the tentacles churned about inside her. Her arousal streamed down around the shaft in her pussy, and her insides clenched around the violating members in orgasm, brought on as much by the sight of Cymru being despoiled as her own physical pleasure – however much she hated herself for it – but she couldn't _help _cumming for the monster, just before a mighty bulge flowed into her and it's cum exploded into her womb…

The creature's thick insemination tentacle slowly pulled out of Scotia, leaving so much white sludge behind inside her that she looked several months pregnant simply from the cum with which she'd been filled, and the lesser tentacles slowly left her afterward, leaving her to slump atop Cymru as she continued to be raped by the tendrils.

"C-Cymru…" Scotia whimpered, but her partner had long since passed out.

The Ursula's hot seed _poured _from Scotia's folds as her stomach returned to an approximation of normal size after being so egregiously stretched, and guilt set in as she thought of how she'd lusted even as Cymru was so horribly violated… She clenched her fist, and decided then and there: _I have to get Cymru out of here… _She fished through Cymru's pockets awkwardly and found a phial of dust. Without thinking, she threw the phial behind them into the writhing mass of tentacles, and the resulting explosion caused them all to recoil, leaving Cymru to fall slack. Seizing upon the momentary opportunity, Scotia struggled to her feet and hauled Cymru from the room. She didn't have any thought where she was going, and she didn't care that she was naked and smeared in fluids, or that Cymru was in just slightly better condition, she just had to escape…

* * *

It was only a few minutes later that Scotia had managed to lay Cymru's unconscious body across a cot in the infirmary. Curiously though, she hadn't crossed paths with any other students or faculty – the nurse was even gone – but again, she didn't care… She was just _too _preoccupied by the churning and rapid swelling of her belly. She'd already noticed what was happening by the time she'd arrived – she could feel the bloating, and overturning in her stomach. But by now, she looked to have swallowed a watermelon.

"N-No…" Scotia gaped, clutching her steadily swelling womb, "W-What's happening to me…?"

Then, something opened inside her, and a writhing tendril began crawling down her birth canal… She yelped, throwing her head back and crying out as a little black tentacle slithered out of her pussy, only to be swiftly followed by her first Grimmlings other seven tentacles to pull its grapefruit-sized body from her vagina. Scotia throws her head forward as her body curls forward – or tries to despite her bulging belly – and in the process forcing two more out of her pussy with a scream, 'A-_AAAAAHHH!_"

She was on her knees, holding herself up against Cymru's bedside, legs spread as she pushes, and pushes… "OH GOD! OH GOD! OH FUCK OH FUCK OH GOOOOOOOD!"

Scotia screamed louder than she'd ever done before as a clutch of _FOUR _Grimmlings all scrambled over each other to escape her pussy at the same time, before she fell slackened, her torso draped over Cymru's waist. At first, she _thought _that was all of them, but there was still a slight weight in the pit of her stomach, and her body jerked again as an extruding member's ribbed length pushed its way _out _of her… Scotia tried to keep her eyes shut, as if refusing to open them and look down would make what was happening untrue, but it didn't, and when her eyes snapped open, they were glowing red, settling on Cymru's sleeping form…

Scotia began breathing heavily as she clambered onto the cot on top of her traumatized partner, moving up between Cymru's legs. The sleeper was still mostly dressed, but with her panties in tatters, Scotia could see her partner's used folds and felt a wave of jealous anger flow over her, and without thinking, she _thrust _forward, burying her ribbed black shaft inside her friend. She had to fuck… to _violate… Dominate… Lay claim… _That was all that mattered… She wrapped her arms under Cymru's knees and lifted, fucking hard as she got more leverage and spread Cymru's legs as wide as she could. Eventually though, she let Cymru's legs slump down and Scotia bent down over her, seizing the bodice of Cymru's crimson dress and _ripping it open. _Almost _slavering _with lust, Scotia buried her face in Cymru's breasts without missing a thrust, sucking and biting, leaving marks all over Cymrus's pale, supple flesh before sucking hard on the teat… She squeezed and groped with both hands as she sucked, her entire being dedicated to the base physical pleasure of it – reducing Cymru – her friend, her _partner – _to an object for her pleasure as her body lurched back and forth, her tail swaying.

And then, Cymru woke up…

"N-no…." She whimpered, struggling weakly, her body clearly too overwhelmed to put up much of a fight, "S-stop…"

Scotia froze, "O-Oh god… w-what am I-?"

"S-Scotia…?" Cymru's eyes slowly fall upon Scotia, still mounting her and inside, "I-Is that you…?" Scotia swallows, but can't bring herself to speak before Cymru continues, "Y-you want me…? L-Like this…?"

Scotia couldn't lie – she wanted her partner _so much… _not just now, though now the _need _was almost unbearable – she wanted her before too…

"T-Then it's o-okay…" Cymru breathed, trying to relax, "A-As long as it's you…"

Scotia's eyes widened in surprise, and then she teared up, unable to resist rocking her hips to fuck Cymru again, "T-thank you… Cymru… I… I love you…."

Cymru does her best to reach up and hug Scotia as she whimpers and squeaks with each thrust, "I-I love you too… and I'd rather it be you… than… that… thing… before…"

And so they embraced, and Scotia resumed taking Cymru – but much more gently now, _making love _rather than despoiling as she drew closer and closer to her climax.

"S-Scotia…" Cymru gasped, her walls clenching around Scotia's borrowed shaft, "S-SO G-GOOD!"

Scotia, for her part, could only groan in incoherent pleasure as she came, and the Ursula in her womb filled Cymru with its own seed as the girl's back arched in ecstasy, before collapsing in exhaustion. It wasn't long before Cymru began to moan again though, her stomach beginning to swell just as Scotia's had minutes before, even as the now satisfied Grimmling within Scotia finally wriggled its way out…

Perhaps slightly delirious with pleasure and warmth of Scotia's embrace, Cymru grabbed the little monster with a giggle, clutching it to her naked breast and stroking it affectionately, "We should thank you~" Cymru giggled, "You were a biiiiig help…"


	50. Finale: Overwhelming

**Warning: I kinda went for broke on this chapter, and it includes almost everything I can think of, so rather than list **_**every **_**unsettling thing I've written here, I'm just going to say – even more so than usual with this fic – the squeamish might do well to give this a pass… I hope that you enjoy, but you have been warned… **

Ruby's whole body lurched back and forth with each thrust of the _enormous _member railing her pussy. She'd long since lost track of how long it had been… One moment she and her teammates had been at lunch, and then… _This… _She vaguely remembered _dozens _of Ursula - none smaller than a beach ball – pouring into the cafeteria through the vents, windows, and even doors, until finally, last and greatest, the original Ursula entered the room. It had grown _massive _since she'd first inadvertently released it, too large to enter through even the grand doors of the dining hall, as evidenced by the demolished entryway. Its body alone – to say nothing of its tentacles – was nearly fifteen _feet _high, and its tendrils extended seemingly interminably. Some of its members were as thick as melons, while others were like threads, but _all _were bent upon violation.

It was a ghastly scene. Pyrrha was on top of a nearby table, her shapely nude rear aimed skyward as her face and breasts were pressed to the tabletop, much of her weight on her knees, multiple members restraining her and _plowing _her lower orifices. Jean, beside her, was doubled over the table, taking it from both ends.

Beacon and transfer students alike were prey for the beasts. Sun and Neptune were on the floor some ways away, violated all over, and the whole of team NDGO were on their knees, on the floor, all forced to tit-fuck the same _giant _tentacle, whilst being plowed anally by multiple tentacles apiece. Team BRNZ's sniper had a single, thinner member wriggling into her mouth and all the way through her body, having burst out through the seat of her pants. Coco was against the wall on her knees, _willingly submitting, _and Emerald's face was pressed to the floor as she was triple-penetrated, clothes in shreds.

Yet Ruby was scarcely able to focus beyond her own personal, _intense _violation… The original Ursula, now freakishly powerful, had been pumping her full through her mouth, ass, _and _pussy for so long now that she'd lost track, and though her body grew hot, her stomach bulging, she hadn't given birth…even though she could feel her insides churning. While she awaited the fruition of her violation, she could still bear witness to the despoiling of her team, more thorough and _vicious _than before. Blake was held flat on her stomach, wrists bound to the small of her back by the wriggling arms, with too many tentacles to count _plunging _into her ass and pussy. Her feet were forced to stroke a thick insemination tendril, her bare toes stroking its bulbous head as cum gushed all over her, coating her hair and the supple skin of her back, all her clothes having been torn to ribbons almost immediately when the ordeal had started. Yang's ordeal was wildly more _violent _though, as she was spread anally by a thick insemination tentacle, her pussy only spared because her womb was swollen beyond the size of a beach ball fresh newborn Ursula emerging from her stretched and abused folds by the moment. Still more grotesque though, Yang's breasts had bulged to a small melon-like size, milk gushing from her engorged teats. And Weiss… Ruby's own partner was _eagerly _performing fellatio on a lesser member, yet the creature only _teased _her most sensitive places – perhaps either sparing a devotee or thinking that a better means of torment for the debauched Heiress…

Then it happened: The members all pulled out of Ruby's body, showering her in a torrent of their fluids, but unlike before, the ooze that had been pumped into her body was _black… _Ruby coughed, sputtering, as her insides continued to churn, and the heat all over her began feeling paradoxically cold all at the same time, black ooze streaming from her ass and pussy as she collapsed onto the floor. Ruby doubled over on her knees in the pool of black sludge that poured from her own body, clutching her churning stomach.

"W-What's… happening… t-to me…?"

Her stomach bubbled and more of the black ooze began seeping out of her sex now, but this time, it didn't simply pour onto the floor… it adhered to her thighs, spreading over her legs and beginning to coat her legs in the inky blackness. As the black expanded to consume both of her legs, she lost feeling wherever it went, and had to use her hands to steady herself. Ruby whimpered, what she could still _feel _of her body tingled like she was on pins and needles until the creeping black had reached up to cover her thighs, hips, and smoothly curved ass, whereupon she felt a heavy pulsing inside. Ruby gasped, a silent scream escaping her lips as, her fingers tried to dig into the floor, before her head snapped back and she _actually _screamed. At the same moment, long, glistening black tendrils erupted _from her pussy, _first two, then three… four five… Her legs went limp, slowly distorting their form… Ruby gazed down in horror to see now _six _writhing, ever extending, ever _thickening tentacles_ extruding from her sex, and her waist hips, ass began to bulge, still slicked with black….

"W-wha-AAAHHH!"

Ruby was clutching at her thighs at first, but over time her lower half began to transform into a wet, slimy black mass, tentacles extruding in all directions., as if her lower body had _become _an Ursula. Her hands clasped over her breasts as her peaks stiffened and mounds tightened, her breasts rapidly beginning to swell until they bested what had once been Yang's size, and then, when her eyes finally snapped open, they glowed _red… _It was like she was herself and at the same time wasn't… She remembered her name, who she was, but she felt so much… _more… everything _one of her tentacles – and they were _her _tentacles – touched, and she was just _so_ hot… She could hear an ocean of whispers in the back of her mind, and one overpowering, malevolent voice urging her on… She needed it…. Pleasure, sex, _violation, domination…. _

As the lust began to overcome her though, the greatest voice in the back of her mind could be heard, though she couldn't make out any words – though she didn't _need _to… the message was clear… Before Ruby, the first of the Ursula hoisted _Weiss _by the wrists, a dozen of its minor tendrils stripping every last _thread _of clothing from her body in seconds, baring the silken smooth skin of the Heiress's body from her milk-swollen teats to her shaven sex, and all of it _sang _to a deep, _base _impulse Ruby was discovering in herself. And her own human memory told her that Weiss was already _hers… So why hold back…? This isn't any different than before..._

"R-Ruby…?" Weiss asked weakly, her sex _drenched in want… _"I-it won't take me… Please… I want it…"

Ruby takes Weiss into her arms and holds her close, nuzzling her face into Weiss's shoulder, taking in her scent, "I have you… W-Weiss…"

Weiss clung to her, whimpering, and Ruby _relished _the feeling of Weiss's trembling lips against her swollen breasts, the Heiress's own teats against her stomach, and Weiss's trembling thighs against her glistening lower body. Ruby ran her fingers all along every silky inch of Weiss's body with newfound _genuinely _lascivious intent before resolving to _take _what she wanted, whether Weiss changed her mind or not… First she groped Weiss's buttocks, then slipped her finger between her lover's legs, pushing a few fingers into Weiss's core from behind, making her shiver. As she probed Weiss with her human limbs, she felt herself use two of her tentacles – as though she was and at the same time _wasn't _controlling them herself – to coil around Weiss's trembling legs, slowly prying them wider and wider apart, before two more of her tentacles rose to coil around Weiss's arms and pried her off of Ruby's torso, lifting her, back arched, and putting her on display for Ruby's pleasure and the horrified gazes of all the victims in the room that remained conscious…

Ruby licked her lips at the sight of Weiss's shaven pussy between her toned thighs, and then all over Weiss's supple body, but then her eyes wandered… To Yang… to Blake… to all her other peers… how they were so _completely _subjugated by the Ursula… and then she felt a new desire… she wanted _that _kind of power….

"Weiss…." Ruby slithered around behind Weiss to whisper into her ear, holding her lover-turned plaything in place, "Would you squirm for me…?"

"H—huh?"

Without offering any explanation though, Ruby pushed three fingers inside Weiss's pussy, and then a fourth… Weiss's fists clenched and her whole body tensed, "O-Oh… Oh _yes…_" She breathed, trembling in surrender, "T-take me…"

Ruby grinned, licking her lips, before curling her fingers and pushing her whole _fist _inside her plaything.

"OH GOD!" Weis screamed, walls pulsing around Ruby's fist, and as the Hybrid huntress uncurled her hand once more, still inside her, stroking all her sensitive places and provoking the Heiress to _instantly cum, _Weiss _wailed. _

Ruby giggled unsettlingly, _yanking _her hand out of Weiss all at once, making the stretched entrance squirt a little more. Weiss whimpered in pleasure as Ruby pulled her arms and legs back, binding her wrists and ankles with two of her tendrils and hanging her there like a trussed animal. Ruby caressed her new body lovingly as though it were a cherished pet, giggling as she turned Weiss to face her, "Are you having fun Weiss…? I am…" It was all so exciting… she could satisfy her every little fantasy…. No one could or would stop her… she didn't even feel ashamed for wanting to do it anymore… she just wanted to make Weiss scream, as the fencer wriggled and whimpered in front of her, every exquisite twitch of her face sending shivers through Ruby's body, she wanted it more and more…. Weiss's eyes were rolled back in her head and her tongue hung out, her body slumped in complete submission, but even that wasn't enough.

Ruby cupped both of Weiss's cheeks and forced a kiss, pushing her tongue into the girls mouth as three of her tentacles crud up behind her, and all at once_ punched _into Weiss's abused sex. Weiss's slackened body only weakly jerked against her bondage. As her body jerked forward from the force of the thrust, Weiss's breasts jiggled pleasingly for Ruby's view, and Weiss broke off the kiss to forcefully squeeze Weiss's milk-engorged tit, filling Weiss's mouth instead with one of her free tendrils. Ruby sucked and sucked, greedily milking her _toy _dry, before _biting _Weiss's breasts and nipples to assert ownership – _dominance - _ before deciding she'd had enough of that, whereupon she unceremoniously _dropped Weiss to the floor…_

Weiss collapsed in a trembling heap under the luminous red gaze of the original Ursula, which watched patiently for Ruby to finish playing with her prey.

"Come on Weiss… Get up…." Ruby chuckled in her grimm-addled elirium, raising a tentacle to whip her partners upturned ass, "We're not done…."

Ruby whipped her again and again, licking her lips, crimson eyes unflinching at the welts on Weiss's shapely haunch, before she tired of it, grappling Weiss's thighs to pull the now _struggling _Heiress back toward her and whipping her straight on the _clit _for good measure this time, forcing the Heiress's back to arch in involuntary pleasure.

"Weiss…" Ruby whined like an angry child as she towered over her 'lover,' "Don't you love me anymore…?"

"R-Ruby please… T-this isn't you… L-let me go-,"

"Why!?" Ruby slammed her fist onto her Ursula half in a jealous rage now, "Do you like the others more than me!?"

"Ruby no! Of course not! But Look at what's happened to you! What you're do-!"

Angry, Ruby lashed forward with her tentacles, filling Weiss's mouth again, before seizing her hand and foot again, lifting her and turning her around to face away. "I-I'll make you love me again!" Ruby half-yells, half whimpers, wrapping her arms around Weiss from behind and hugging her to herself, reaching up to grope Weiss's breast in one hand and spreading Weis's folds with the other.

"Ruby _please-,_"

But the corrupted Huntress didn't listen, instead shuddering in primal lust as an orifice opened on her lower body and from it emerged _three _ribbed insemination tendrils, each as thick as her _arm. _She couldn't stop now even if she wanted to – the pleasure, sensation, bodily _compulsion _– was too overwhelming for her to restrain herself. Every slightest movement she made of _any _of her insemination tentacles felt as though someone was blowing across what had once been her clit, and when she brushed the shafts against _anything, _she felt like she was vigorously _pleasured, _all of which impelled her to take her toy ever harder… She couldn't _bear _the thought of _not _stimulating any of the members… she _had _to pleasure _all _of herself… One member pressed against Weiss's ass, the second forced itself against Weiss's clenched teeth, and the last, _thickest _member pressed against the entrance to Weiss's abused vagina, merely rubbing at first as Ruby took a deep breath and savored the pleasure…

"N-no…" Weiss whimpered through clenched teeth, "T-too much…"

But the die was cast, and with a lusty groan, Ruby pushed her three members inside Weiss all at once, asserting total domination and _possession. _Weiss's body convulsed as her walls were spread stretching her pussy, brute forcing its way up her ass, and filling her mouth utterly, before all three began _pumping _inside her in synch. Weiss's eyes went crossed, and then she fell completely limp, her aura being leeched away as she was _plowed _in every hole, she had no fight left…

"Oh! Weis… You feel so… _GOOD!_" Ruby moans, like a child having instantly recovered from a temper tantrum after being given some _candy, _and she _came, _pumping Weiss full all over. Ruby's body shuddered and shook in ecstasy as the fluids gushed forth from her and almost instantly began to take effect on Weiss's body.

"We _promised Weiss…_" Ruby caresses her limp partner's rapidly swelling womb tenderly as her members finally withdraw after nearly _ten minutes _of pounding, "I'm all yours… and _you're all mine…_"

Ruby was blind and deaf to the chaos around her as she turned Weiss around in the grip of her tentacles and drew her close, affectionately nuzzling her face into Weiss's bulging breasts and embracing her swelling belly as Weiss's body began to undergo the changes involved in the semi-_permanent _impregnation by which she would birth brood after brood for her corrupted lover…

Suddenly, all the grotesque activity in the room froze at the sound of a long, slow clapping, "Excellent… You'll need to re-learn some self-control Miss Rose… but this… this is a magnificent development…"

Ruby's attention, as well as that of all the Ursula in the room, instantly snapped to the ruined entrance to the dining hall, slithering protectively between the headmaster and her mate, before her crimson eyes went wide and she felt just _slightly _guilty, "Ozpin! You… Sir… I…"

"No, no, there is no need for apologies Miss Rose… All the sacrifices shall prove worth it in the end…"

"W-What…?" Ruby asked, her confusion allowing her humanity to reassert itself more strongly, "What do you mean…?"

"Don't you see Ruby? I could have stopped this at any time, but I _knew _the ordeal would make my students stronger…" He sipped his coffee, "But even _I _couldn't foresee what's happened to you… and it is _excellent…._"

"You _what!?_" Ruby blanched, before clenching her teeth and fists, gazing down at what she'd become once more, momentarily out of the thrall of her lust, "You _let _this happen…?"

"Yes…" He sipped his coffee again raising his cane and fired a shot from the tip, striking the great Ursula dead-center , and after a moment's delay, the creature's body convulsed and _exploded, _"And now Miss Rose, the Grimm do not even see you as a _threat… _You could be the _perfect _huntress…."

A maelstrom of blood-curdling screeches erupted as the great Ursula faded away and all the lesser ones recoiled as though struck themselves. A _legion _ of Grimm screamed inside Ruby's mind and she convulsed, the beast clawing back for control as her eyes glowed brighter when her gaze returned to Ozpin, yet the headmaster remained clueless.

"This will take some… _feeling out… _some experimentation perhaps… but once we learn how to make all your fellow Huntresses like you-,"

Suddenly, the room fell deadly quiet again; all the screaming stopped, and by the time Ozpin realized the change, Ruby was _pointing at him, _and after a heartbeat, the ubiquitous sound of _slithering _filled the room, the halls… emanating from the vents, emerging from all around, surrounding the mad headmaster, and then it sank in…

"I see…"

**Right then… I trust that you see where that was going… In any case, while this is the **_**finale **_**for this story, I will at the very least also eventually post a Winter chapter after this, though it will **_**probably **_**ignore the plot and just have tentacle smut for the sake of it. Similarly, this will also be the home for any future tentacle one-shots I should feel the desire to write, so you can perhaps look forward to that if this is you r thing – which I'd imagine it is if you've made it this far in this fic…. **

**That all being said, in case you thought I'd do the smart thing and just focus on 'Playtime with Snow White,' let me just take the opportunity to prove myself foolish… I do plan to start another fic alongside 'Playtime,' though I've presently got two different ideas, which is why I'd like to put it to you, my esteemed readers. I won't spoil what **_**exactly **_**I've got in mind, but if you could vote on a couple of key **_**words **_**in the reviews or PMs, that would help me decide – the keywords being **_**either **_**"Swimsuits" or "Witchcraft." I will say that the former will be lighter and softer than the latter, but neither would even **_**approach **_**the level of… unsettling.. .that I've delved into here… not as much… Also, on a more or less unrelated note, who's excited to play with Team NDGO? I know I am~**


	51. Winter: Frustration

**Hello all, I know some of you are looking forward to the new fic, but the latest episode has me on a bit of a Winter kick, so I figured I'd put out the Winter bonus chapter for this. There's really no acknowledgement of continuity here though…just smut for smut's sake. Hopefully you'll enjoy. Up after this will either be the first chapter of the new fic or the next chapter of Playtime, featuring a bit more Blake… feel free to opine with your preference as to which you'd rather see first – it does help me decide. **

Winter Schnee Undid her pressed military jacket and neatly folded it according to protocol, swiftly followed by her boots, both placed neatly in the closet of her quarters. Her jaw was growing sore from clenching her teeth ever since that obnoxious _drunk _had shown up…

"_Qrow…_"

The drunken lout had no _discipline, _and _clearly _needed a proper lesson… but not today… Ironwood wouldn't have that… Qrow was Ozpin's _pet _drunk it seemed, and so there was nothing to be done…

She let out a frustrated sigh, allowing herself to relax a bit more than she'd ever done in public, unbuttoning the top of her dress uniform to strip herself down to a light blue undershirt and her white fatigues. As long as no one was looking, she could relax a bit, and vent her frustration… She slumped down into an armchair, barely able to summon the motivation to think about anything… she just needed to relax… _release some tension…_

Resting her head on the back of her armchair, winter unbuttoned her pants and slipped a single hand down the front, gently massaging her clit as she pushes her fingers on toward her folds. She was no _novice – _whether in battle or the baser needs of the flesh, but duty had always come first, and furloughs home had hardly been conducive to this manner of satisfaction. After being denied the opportunity to put Qrow in his place, she _needed _this, lest she go mad in frustration, "Mmmmm…."

It was just through the thin, _delicate _fabric of her panties at first, but as her breathing grew heavy, she slipped two fingers past to stroke her lips and slip them into her entrance-

Winter's eyes snapped to attention and she was on her feet in an instant at a slight sound moving unwelcome through the vents. A chill ran down her spine, but she couldn't quite place it, save that _something _was wrong. Unbeknownst to Winter in what she had thought was a safe place, Winter's seething frustration had drawn the hateful lust of some of Beacon's uninvited guests, and before she could react, tentacles burst forth from the vents in her room and bound her wrists and several sections of the ceiling gave out, a huge, slime-covered black form lowering itself to the floor before her as she struggled… With all her strength, winter resisted, and when muscle failed her against the mighty beast, towering over her as its relaxed form expanded to nearly reach the ceiling even without its hundreds of tentacles, the Atlesian specialist resorted to her aura, and nearly freeing herself before the writhing abomination was provoked to respond. She'd nearly freed her hand, but then a tentacle surged forward from the mass and lashed across the fair woman's cheek, snapping her face to the side and leaving a red _welt,_ before swiftly being followed by another vicious stroke across her generous bust, tearing a damp gash across her tight undershirt and exposing her stiffened peaks nestled in the shredded cups of her bra.

Winter cringed, flinching at the blow, inadvertently lowering her guard and aura barrier, and the tendrils suddenly fell upon her by the _dozens. _The tatters of her undershirt and simple white bra were stripped from her nude, sculpted body in seconds, and struggle as she might, she could not clench her thighs together tightly enough to keep the monster from stripping her of her fatigues as well… She was powerless to resist as she was turned around and heaved backward, back arching as she _slammed _against the slimy mass of the Ursula's body, its repulsive ooze slicking the bare skin of her back, shapely ass, and the back of her legs. The breath was instantly driven from her lungs and she slumped forward, but didn't fall – so many tentacles were coiled around her legs, holding them spread as they held her up that she could only bend forward, breasts bouncing and jiggling as her torso abruptly stopped falling when her arms were _yanked _back, before the tentacles returned to whipping her. Blow after blow struck her exposed stomach, lashed at her heaving bosom, and smote her face, each assault slackening her resolve – _loosening _her body – until an orifice parted behind winter and a thick, ribbed member pressed to Winter's ass… Winter's eyes went wide, and she tried to clench, concentrating what was left of her ebbing aura to keep the grotesque member out of her body, but it just pressed harder, writhing and undulating against the barrier, and eventually, the writhing beast proved stronger, it's member breaking through her aura, slamming it's bulbous head into her asshole, spreading her _inordinately,_ yet did not push deeper. Instead, bulge after bulge pumped from the creature's hideous mass and swiftly flowed down the member toward her ass. Winter's tongue hung out as the first, melon-like bulge reached and pumped into her body anally, permeating her system. From the first revolting flow into her, Winter felt her skin tingle and heat up, and her breath grew heavy. She still struggled, though feebly as a third, fourth, and finally fifth gush of repugnant fluid pumped into her ass.

Winter slumped forward as the excess white fluid flowed from her ass as the tentacle was removed, her jaw hanging open until her mouth was violently filled by a slightly smaller member that pushed past her lips, into her mouth, and down her _throat… _Even that was _nothing _next to what came next though, as, from another, larger orifice lower on the Ursula's body extruded a _massive _insemination tendril – a thick, _undulating column _of lustful flesh with a diameter of nearly _eight inches, _capped with the wicked little mercy of a tapered head to allow for easier penetration, though the specialist only realized this when it was pressed to her folds…

Winter's eyes shot wide… just in time for the writhing Grimm-flesh to _hammer _inside her, instantly spreading, stretching, _tearing _into her, bursting through her cervix all in a single stroke. Blood trickled down her inner thighs as the colossal member began pulsing in and out inside her, her body sheathing its massive girth like a second skin as her consciousness steadily ebbed from the _massive _stimulation of pain and pleasure all jumbled together, her ass bouncing and rubbing against the creature's hulking body all the while. Cum began gushing down her throat mere _seconds _before the first huge _bulge _into the grotesquely stretched orifice that was her vagina, tearing her that much more as both the huge thrusting and the flood of seed and hormonal sludge were pumped into her womb.

Winter hung there in abject bondage for a span of time beyond her ability to comprehend. In all that time, none of the members left her body, and nor did they cease pulsating inside her, driving her _mad _as both her pleasure and pain flowed down the gargantuan tendril within her core. Her stomach violently churned as the seed pumped inside her began to act, and the resulting rippling undulations could be seen on her smooth stomach as it began to swell. Her skin felt tight as her peaks began to grow sore, her breasts beginning to engorge from her modestly impressive bust to a larger size as they filled with milk. Double D… E… by the time she reached an _F-cup _she had visible stretchmarks and there was milk dribbling out of her teats without stimulation, and her womb had swollen to the size of a beach ball. Her head swam as the hormones clouded her system, though she vaguely felt _something _coming as the creature's tendrils pulled her legs up, holding her knees up to frame her hugely engorged breasts as two of the beast's smaller tentacles began to _milk her._ Her breathing grew sharp and shallow, and then, all at once, the beast withdrew the _massive _member from her pussy with a loudly audible _sucking _noise. She _screamed _cumming wildly from her woefully stretched sex, unable to restore its former tightness – or even close, leaving a yawning avenue from her womb, for which she would very shortly be grateful.

Her jaw hung open as she yelped in response to the sudden extrusion of a single writhing black tentacle from her pussy, swiftly followed by more, wrapping around her thighs to grope for purchase before her walls began to pulse, trying to push the unwelcome offspring out of her body. Winter _screamed _in agony as her milk-coated body trembled and the _melon-sized _Ursula forced its way out, leaving her womb _slightly _reduced in size for a moment before it began swelling again… There was no escape… she could already feel another set of tentacles slithering out of her pussy, and still another Grimmling forming inside her… She had been reduced to _this – _milk-swollen breeding _bitch _for the creatures of Grimm. Yet, a tear rolled down her cheek as she faded from consciousness – not from pain or humiliation – but because she _loved it… _


	52. Raven: Family

**Hello all, so remember what I said about focusing on one-shots in my last 'Playtime' update? Well that's still true, but there are a couple of exceptions that occurred to me since, and which I'd like to spell out here. The first exception, obviously, is **_**this **_**little number I have for you today, which I've opted to put on the end of 'Slithering Darkness' simply because it's actually set after the finale, so I figured 'why not?' Continuity and hat. That said, I may do more stuff involving tentacles in the future, but this is **_**probably **_**it for SD proper now. Might use Ursula gain, but separate from this. **

**Right then, the second exception that I need to address is Waking Nightmare. Granted, I don'tt have any chapters **_**planned **_**for it, but given that it's mostly a series about RP adaptations from Kiko and I at this point, we reserve the right to add to itt in the future as it strikes our fancy, even with OC hapters; you've been warned, and you don't have to touch it if you don't want to. **

**That **_**should be **_**all for the time being, so for now, I do hope you enjoy this last chapter for Slithering Darkness featuring the long-awaited Raven Branwen… As far as warnings go, I'm just going to say that this is one of the **_**meaner **_**chapters of the story, but if you dig that, enjoy~ Oh, and I've made a relatively minor changge toward the end - hopefully that might leave any returning readers with a slightly more desirable image... **

Desolation was all that could be said of it really; Beacon, Vale, and surrounding settlements alike, All were lain to waste. Very little was destroyed, per se, except perhaps the _dignity_ of the inhabitants, but that was enough, at least in Raven's eyes. .

As she walked into the Beacon academy grounds, Raven almost _casually _swung her sword to slay a pair of writhing monstrosities that had lain claim to what had once been a promising young huntress, who had now been reduced to womb-swollen whore of the Grimm. There were no _people _left here anymore – only monsters and their victims, long since beyond help. The only service to them that she could do now was to _exterminate _the unprecedentedly immense Ursula infestation once and for all. Occasionally she saw a moaning victim pressed up against a dormitory window, bulging breasts and stomachs telltale signs of their fate. No doubt given all this time unchecked, the Ursula would no doubt have concentrated their breeding stock in a few separate enclaves to ensure that none could slip away, but it was no matter; it would just make the monsters themselves easier to find…

She knew she was being watched as she progressed through the campus. Things were going far to smoothly for her not to have _hundreds _of eyes upon her. As yet though, none dared to challenge her. It was proof enough that the creatures were not wholly mindless, or at the least, were guided by a more cautious leader.

"Oh… hello there~"

Raven froze, scarcely believing she could have been caught off guard, until she recalled all the eyes that must be on her, and her stance relaxed again. Of course she'd be seen coming – but why was she being greeted by a _human voice?_

"My love doesn't appreciate you killing our children…" The voice added as Raven turned to face the young, very pale, _very contaminated _young huntress behind her, "There's no need to be so uncivil…"

Raven stared her down, "Your _love?_"

"But of course… She sends me as a warn-," The pail girl's face contorted with a gasp, and she slumped against the wall. She shuddered, thighs trembling as a set of small black tentacles emerged from her vagina.

Raven's grip on her sword tightens as she catches on, not lowering her guard for a second even as the pale girl slumped to her knees, touching herself wantonly as she awaited this latest of countless birthings. More revolting than the vulgar display itself though, was the way that this girl who had sunk to such denigration as to _enjoy _her blighted state. Repulsive. Clearly, she was beyond help…

"Give me the _thing_,"

Weiss was mortified and clutched it to her breast, "No! I won't let you hurt my baby!"

"That _thing_ is a monster, and must be disposed of…" Raven presses the tip of her sword under Weiss's chin, "Cooperate, and perhaps I can take you to a hospital where your _defilement _ _may _be healed…"

Weiss swats the blade away from her face, clutching her Grimmling all the more tightly with a whimper, "She's going to hurt us… She's going to kill us… NO!"

The vents in the ceiling overhead groaned and buckled with an influx of weight, and Raven was forced to turn and acknowledge the new threat rather than the wretched Grimm-mother before her. In the next instant, the ceiling exploded with a flood of black tentacles, all surging her way. Without hesitation, Raven raised her sword to cleave the horrendous limbs, rousing a cacophony of shrieks and bellows. Triggering her aura to activate the Dust in her sword, Raven swings again, letting loose a pyroclastic wave, demolishing the infested walls and ceiling. Squealing and shrieking horrors withdrew still further, but that mattered little. It was clear to the huntress that she would have to raze the whole campus to the ground, and so she left the girl sobbing and clutching her repugnant offspring… for now. .

Raven moved methodically through the academy that she herself had once called home, purging the Grimm as she went until she arrived outside the ballroom, where the most, loudest moans could be heard, and she steeled herself. Raven removed her mask and cast it aside – she didn't need a hindered field of vision for this, and the least she could do as the former students and staff went was to look them in the eye if it should become necessary to _deal with them… _No sooner had she done so than a mass of Ursula cconvverged upon her from all sides, and so again she took a fighting stance. She'd slain their kind before and she'd do itt again, As much as it would take. They fell in threes and fours before her blade. They wilted before her like so many parched roses, and one step – one slash – at a time, she laid them to waist as she had come to do. It was a savage dance of steel and blood, resolute and unstoppable….

_Squish… _

Raven glanced down at her foot, noticing that her boot had come down on an infantile Grimmling. She felt no pity – but where had it come from? She could have sworn that it had only been the more mature beasts that had surrounded her… But then, another Grimmling fell to the floor before her, and she looked up, eyes going wide, just in time to bear witness as a torrent of the small writhing Grimm deluged from a rent in the ceiling above.

Raven's hand jerked up to tear the first writhing little horror from her hair, but itt was an ultimately meaningless gesture as literally hundreds of the creatures fell upon her from above. She swung her sword frantically, killing dozens, but _scores _soon followed to replace them. Every curl of her hair, every fold of her clothes, it all served as purchase for the crawling monstrosities, and she couldn't possibly throw them from her fast enough. As the tiny creatures' tentacles wriggled between her fingers she lost her grip on her sword and it clattered to the floor where it was swallowed by the unholy mass of red eyes and tentacles. They wre in her hair, down her shirt and between her breasts, tentacles flicking over her nipples, but the humiliation was nothing next to the _horror _she felt as she felt the first little, slimy tentacles slip between the back of her leggings and her bare skin. "N-No…"

Everything else faded away as she felt that first slithering violator crawl into her panties, snugly squirming against her ass. All her years of experience, her entire stony façade, all of it deserted her as she felt the slender protrusion squirming_ up into her ass. _She dropped to her knees, skin crawling. She doubled over, moaning in discomfort as multiple tentacles penetrated her ass and _slowly _began to heave the creature's body inside her through the tight orifice. Trembling, Raven reached back to try and pull the monster out of her, but by the time her hand had been humiliatingly thrust into her pants, the last vestiges of the slimy critter had vanished into her curvaceous ass. She jerked as the _fist-sized _creature's body pressed against a bundle of nerves inside her, sending involuntary waves of pleasure coursing through her to mingle with the pain and denigration. She doubled over, holding herself up just barely on her hands and knees, and the frenzied creatures smelt blood, so to speak, and literally _hundreds _of tendrils reached up to the waistband of her leggings and stripped them down to her knees…

"P-please no…" Raven whimpered, wide eyed as she collapsed into a fetal position, her clenched thighs doing nothing to deter the swarming little Ursuli. They tumbled all over each other and fought bitterly to be the first to violate the huntress's womanhood, but eventually one was victorious, spreading her folds with it's limbs and pushing it's undulating mass into her vagina. Raven jerkily rolled onto her back and _screamed _as her walls spread around the creature, but the hole wasn't given the chance to relax, as a second – and _third – _creature quickly forced themselves inside her as well. Her vision blurred as Ursula after Ursula violated her, each one more eager than the last to reach her womb, so many that Raven lost count of how many claimed her womb as their nest, but by the time it was done, she lay on the flor, naked, her stomach swollen and undulating as the parasites fought inside her for dominance. Her chest heaved and she moaned in disgusted, unwilling pleasure, her only solace being the sight of the receding mass of remaining Ursula for whom there was no room left within her body…

"Auntie Raven… This wouldn't have happened if you weren't so mean~"

Raven's drooping eyelids shot wide open in horror; she knew that voice… _Summer… _

"You've gone and hurt _so _many of my poor babies…" Ruby chided as she moved into Raven's view.

She looked _so _much like Summer – at least at first – but then the bleariness cleared from Raven's vision… Summer was dead… Raven remembered that much… but the girl over her looked _so much like her… _Except… Her breasts… large… too large… for her frame… and as the bleary-eyed huntress's gaze tracked lower down the girl's body, her mouth went dry. Where such a fair girl should have sported lithe and supple legs, this girl was balanced atop a ponderous, slimy black mass of flesh and tentacles.

"I-Impossible… Y-You're… not… You're a monster…"

The _thing _that was not Summer's expression soured, and it's tentacles curled in displeasure, "I'm not the one killing someone else's precious little ones… _You're _the monster…"

"N-No…" Raven gasped, horrified as the hybrid _abomination _that looked so, _so _much like her lost love placed it's revolting hand upon her swollen stomach, and suddenly it was as though the swarm of parasitic grim inside her had been roused to a frenzy. Raven _screamed _as her insides felt as though they turned inside out. Raven could _feel _her aura draining – sinking like a _stone – _and her womb strained, her belly swelling still more, the horrible creatures feeding on her aura and growing within her.

"No! NO! NOOOO!"

Raven thrashed, but the half-human abomination bound her limbs with it's tentacles, and it wasn't long before the once powerful huntress had spent all the strength left to her. Raven grunted in agony as the now-enlarged Grimmlings began to force their way out of her the way that they had come. What had once been a writhing _fist _being forced inside was now as a small _melon _stretching vastly beyond what nature ever intended as it forced it's way free of her body. Raven gasped as the first of over a dozen squirming monstrosities extricated itself from her pussy, all while the hybrid _thing_ held her there, helpless as she was forced to re-birth the wretched things. Each one wiped her mind blank as it spread her, leaving her to whimper pathetically as her walls rapidly contracted behind them, only to be stretched again almost immediately. She sobbed as a trickle of blood mingled with arousal slicked down her thighs as it happened over and over, until the final aberration was expelled from her body – the last heaving itself out of her ass, making her loose an earsplitting scream.

"There there… didn't that feel _good?_" Ruby giggled over the limp and breathless form of her troublesome 'Auntie,' "Now you're ready~"

"R-Ready…?"

"To be like _me~"_ Ruby chuckled, before letting out a low moan as a horrible orifice opened where once her womanhood might have been, had she not become this… _thing… _Raven could only watch in horror as three long, _thick_, _ribbed _tendrils emerged from the orifice, The girl astride the black mass of tendrils shuddering in perverse pleasure all the while, "You'll see… it feels _good…_"

Raven opened her mouth to scream again, but was silenced by the smallest of the three members instantly plugging her mouth and plunging down her throat, making her gag. Feebly, she tried to bite down in retaliation,, but her jaw went slack soon enough as the second tendril _slammed _into her stretched and vulnerable ass. Raven_ quivered _in Ruby's grasp, knowing full well what was coming next as the first two pulsating members slithered deeper and deeper inside her. Ruby's eyes _shimmered _red as she lifted Raven to meet her gaze, relishing her torment as the last, by far _thickest _of her members rubbed against Raven's folds, luxuriating in the dominance as only a Grimm could. Tears welled up as the Huntress resigned herself to her fate – there was no escape now.

Raven's body convulsed, and then limply jerked as the massive girth finally penetrated her. Huge as it was, she'd already been so stretched that what should have made her _tear _merely forced her to _stretch_ a little more as it _impaled _her womanhood. Each _thrust _deeper shook her body like a ragdoll, her breasts bouncing and hair swaying with the force. The ribbed surface of the writhing _column _in her pussy forced her to feel wave upon wave of pleasure despite her horror and humiliation, her helplessly stretched walls pulsing around the mighty shaft as the head reached her womb and created a visible _bulge _in her stomach. Then, to Raven's half-aware surprise, Ruby released all her limbs save one wrist, by which she hung the huntress, leaving Raven's other limbs to dangle limply as her body was bounced upon the revolting inseminators. It wasn't as though they would do her any good though – Raven didn't have the strength to move, and the _will _to resist was swiftly departing her as well.

Then the tendril pulled back from her mouth. Over a _foot_ of it pulling out of her until only the head remained, barely accommodated in her, but she'd learned better than to hope by then, and in the next heartbeat, it _slammed _back down her throat. Raven shuddered, almost not realizing as the tentacle violating her curvaceous ass followed suit, though she couldn't avoid the feeling as it impaled her all the deeper on the return stroke.

_N-No… no… _Raven silently pled to whatever gods were listening as she felt the third, greatest girth _slowly _pulling back through her pussy, each successive ribbed section that withdrew sending waves of stimulation over her afresh, _P-Please… no more… So… so… GOOOOOOD!_

She was not to be spared, and the tremendous girth _plowed _back into her at full force just as it seemed as though it might be removed from her body. Gradually, the thrusting into her every orifice transitioned from a progression of turns to a synchronized pace as Raven's mind finally broke, completely submitting to the pleasure of the flesh.

Ruby giggled deliriously as she drew Raven's body closer to her own with her tentacles, "I told you it feels _good…_"

Ruby squeezed her victim's breasts, playing with her like a new toy. She growled with sadistic pleasure at the sight of Raven's broken will etched on her face, a mask of release and submission all in one. Ruby nipped at each of the despoiled Huntress's nipples, eagerly anticipating the milk she would soon claim from her new plaything. She tickled that one special bundle of nerves to watch the way it made Raven shiver, tremble, and _cum _over and over _and over_ again. Ruby _grinned _against Raven's neck as she herself shuddered in pleasure now, three bulges emerging from her and swiftly moving down the lengths of her members, "Welcome to the family Auntie~"

A flood of seed and mutagenic ooze entered raven's every hole as Ruby continued to play with her body. Her hips bucked between the huge tentacles in her ass and pussy as she animalistically struggled for more, more, _more _pleasure, only making the second flow to be pumped into her all the faster. It wasn't long before the seed began to swell her womb, but still it kept coming, time and again, for what felt like an unending marathon of pleasurable violation, until that _last _volume was pumped into her. Where all the other loads had felt warm – _almost soothing – _this last _stung_, burning in a manner that at once _seared _her insides and pleasured her as never before. As Ruby's tentacles finally began to withdraw, Raven felt her cervix _immediately _seal, retaining the full load of seed deposited within Raven's body, and the tight ring of muscle in Raven's ass similarly contracted of it's own accord to prevent the expulsion of the foreign matter which had entered her body as she was _dropped to the ground _before Ruby, coughing and spluttering…

Raven convulsed, arms shaking as she clutched herself, although, perhaps it was inaccurate to call her body _her own _anymore. There was pressure… all throughout her – but mostly in the pit of her stomach and her breasts. Her nipples were hard and erect as her skin began to feel tighter, and then the huntress's breasts began to _visibly _swell. Raven's stomach grew in tandem as the vile seed of Grimm began to grow into innumerable tiny writhing monstrosities inside her, the first squirming it's way out of her pussy within moments.

Then, as her body had fully begun to bear what would prove to be a nigh-unending brood for her new mistress, Raven dimly felt her boddy being caressed by the tendrils again, lifting her from the ground, "Now Auntie… just a little longer…" Ruby giggles, stroking Raven's clit with one hand and reaching to one of the elder fallen Huntress's breasts, squeezing a nipple between two fingers and tugging until milk spurted from the substantially engorged teat, "You'll be like me~"

Raven felt the tips of dozens of tentacles brushing against her, just twixt her legs, but none would take her again – it was as though they were watching – _waiting. _And then it hit her. Again her insides burned, and she let out a groan, then a _cry. _Creeping black ooze began to seep from her vagina, steadily expanding and coating her thighs, reaching ever further to consume her knees, then the full length of her long, full legs. At long last Raven emitted a piercing scream, several black tendrils _emerged _from her sex rather than entering her now, and were swiftly followed by more as her lower body transmuted into the sable mass of the horrible Grimm that Ruby herself had become. When she was released again, almost gently this time, Raven was balanced upon the undulating black mass of Ursula flesh which had come of her lower body, glimpsed beyond the enlarged mounds of her breasts, while her stomach had returned to its shapely and slender caste in the course of her transformation. She had become just as Ruby had... _W-What have I become-, _"AAAAH!" She jerked backward, collapsing against ruby as newborn Ursula resumed their egress from her body, now departing her from the same orifice from which Ruby's members had come, where her human womanhood once had been, "_Y-YESSSS!_"

"Now now…" Ruby drew _Dear Auntie _close, laying an arm over her shoulder and several tentacles about her waist as she reached down to stroke Raven's belly, "I think you'll like it here… I'm sure Yang would love to see you…"


End file.
